Along Came a Spider
by Obsessive Child
Summary: Peter already wasn't dealing well with the whole Spiderman thing, and then all of this happened. He has his own problems, but somehow or another he keeps stumbling into other people's too. Pre-Avengers, slow buildup.
1. Prologue

A/n: I'm going to apologize because I honestly shouldn't have started this fic, but I've been itching to do a witty type first person narrative for a long time so… this happened. And hey, since I'm writing it, why not post it? Even if I'm a terrible human being who should really update my other stuff. Anyways, hope you enjoy. Let it be noted that it was incredibly difficult it was to write Andrew Garfield's characterization of Peter Parker, and I still didn't do it 100%, because, ya know, the snarky. I love Garfield, but I love snarky more. Can't wait for Tony, hehe.

* * *

**Prologue: In Which They Tell Me to Leave It**

It all started out with Nick Fury.

Well no, that's not a fair thing to say. It all started with me really, and the genetic research and Oscorp and trying to fix the plumbing in the attic with Uncle Ben. Uncle Ben who was loud and overbearing and who had stopped being able to help me with my homework when I turned ten but was alive. So very alive. Warm, comforting, there, and incorruptible.

It all started with my inability to leave things in the past, that fateful trip into a danger room without a protected suit (and how could I have been so _stupid_? And yet at the same time, so very, very lucky?) and my stupidity in giving away a formula that my father had given his life for. It all started with Gwen, and I still honestly don't know what she sees in me, because she could have it all and yet she chose a little kid who doesn't know how to express himself. It all started with that day on the bridge, when I found out that I could be more than just an angry teenager.

It all started with the man with lanky blond hair and a star tattooed on his wrist, a man I've finally stopped looking for.

To be honest I don't know what I'd do with him if I found him, and I don't want to find out.

Nick Fury was only the first warning that I got.

It was about three in the afternoon and I was doing my homework. Usually I'd have been out doing my patrols or hanging out with Gwen, but nobody really committed crime when the sun was doing a good job of cooking anyone who dared to step outside. There were of course traffic accidents to be had, but I'd calculated that the chances of Spiderman preventing one of those simply by swinging around the whole perimeter of New York was as likely as Flash Thompson scoring an A on the latest math test.

Flash had been… surprisingly kind after… things. But, that didn't change the fact that he'd never be a NASA scientist, even with Gwen tutoring him. That was where she was at the moment actually, tutoring Flash, which was why we couldn't spend the lazy Saturday afternoon curled up beside each other and talk about nothing.

It was probably a good thing in hindsight, even if I missed her presence with every cell in my being like the ferns missed the sun. But it was also true that we probably would have gotten very little done as far as schoolwork went if she were here.

Homework wasn't exactly important to me, but in these snatches of free time when I wanted to do nothing more than to flick on the television and watch the lastest episode of the Big Bang Theory, I would catch glimpse of the messy papers poking out from underneath the kettle and realize that I hadn't done anything about school for a while. Aunt May's worried tears would rise to the surface of my mind again, and I would be guilted into putting in a few spare hours just to make sure I didn't flunk school. Even when Aunt May wasn't in the house, she managed to have a say in what was to happen.

I finished was about halfway when the doorbell rang.

Wondering who it was, I put down my pen and rose to my feet. It couldn't have been Aunt May, because she said she wasn't going to be back until nine and had told me to eat dinner by myself, which she never does if she isn't sure. For a moment my heart leapt, and I wondered if it might be Gwen, finished early from her torturous hours of tutoring.

I got a pirate instead.

Okay no he wasn't a pirate, but he did wear all black and had an eyepatch, which threw me for a loop there. I had to wonder if I was getting punked.

"Look," I said warily as I leaned against the doorway, "we're not looking for air duct cleaning or any sort of new—"

"Peter Parker," the man interrupted, and I have to say, although his voice didn't send my warning sense blaring, it did shut me up immediately. I had no idea why. Maybe it was something about the low, rough tone that he used, or maybe it was just how serious he sounded. Anyway, definitely _not_ a salesman. Even if he did have the briefcase. "We know that you're the masked vigilante known as 'Spiderman'."

Five seconds.

That's how long it took for me to breathe again.

After the initial freakout of _oh shit oh shit he knows_, I'd finally calmed and decided to play it cool.

"What are you talking about?" I asked, giving him my best disbelieving smile. Should have known better than to try. Gwen always said I was a terrible liar, and that the only reason nobody had figured out that I was Spiderman yet was because they weren't expecting a kid. From the look on the dark skinned man's face, my smile came out as nervous instead. Greaat. Ring me up an Oscar's.

"Do you really want to have this conversation out on your front porch, Mr. Parker?" The man asked with a raised brow. Right. He was good. It wasn't like I was really trying to keep my identity a secret, but something about him knowing just sent chills up my spine.

And no, not those kind of chills.

And _no_, definitely not _those_ kind of chills.

I was talking about my pre-emptive warning sense. How I was not getting those chills, I mean. Not… not about any other kind of chills that your sick mind might come up with. Because seriously, Gwen.

So anyhow, I got chills. The good old fashioned non-superpowered chills.

Not quite wanting to admit complete defeat (ah good old teenage rebellion) I stepped back, not saying anything. I wasn't going to invite him in after he practically threatened me, but clearing the doorway did allow him to come in.

He followed.

Despite the fact that he could potentially know my greatest secret, Aunt May's etiquette laws had been drilled too deeply into me for me to completely ignore him. I closed the door and led him to the living room, discreetly shoving my homework back under the kettle.

"Uh, do you want anything to drink?" I mumbled as he took a seat and set the silver suitcase across his lap.

He looked at me for a long moment, making me shift uncomfortably, and then he shook his head. Brandishing a single hand out in front of him, he gestured to the sofa chairs across from the one he was sitting on, "Have a seat, Mr. Parker."

Despite the fact that this wasn't his house, he still managed to sound in control of it. I sat.

And then he began explaining.

Chasing down a giant green lizard who's trying to turn the whole city into mutant goo was bound to catch attention. It's just my luck that it happens to be the big-secret-government-agency-with-an-impossible-to-pronounce-name attention.

"Say again?" I asked when he was done, confusion in my voice. It wasn't that I didn't understand, because _hello_, 200 point IQ here, but seriously, the Strategic Homeland Intervention, Enforcement and Logistics Division? It's not that I followed the news and knew more than the regular kid about national defense organizations (meaning of course, Jonathan Demme's latest work of imagination on how the FBI operated) but you'd think you'd hear of a department like this.

"S.H.I.E.L.D., if you must," the guy with the eyepatch said stiffly, and boy would that have been a funny sight if it weren't for the fact that he practically oozed intimidation. But that made sense. He'd explained, somewhere along the way, that he was Nick freakin' Fury and the director of SHIELD. I'd never heard of Nick Fury before, but the name just sounded director-y.

A nervous type of dread curled up at the pit of my stomach. I hoped that I wasn't in some sort of national trouble for being Spiderman. I don't think the saving lives kind of thing is bad, and I'm not going to stop doing it no matter what they say, but I have to admit that the way that I got those powers might be just a tad bit sketchy.

I sighed, running a hand through my hair. How was I going to get out of this one?

"But you're feds," I protested, "you guys only cover cases which cross states. This is provincial, municipal actually. Spiderman hasn't taken a foot out of New York. The local police should be the ones to handle him."

I still wasn't ready to admit that I was him. Spiderman, I mean. It was pretty possible that he was just bluffing. Unlikely, granted, but possible. Just in case he was carrying some recording device on him that could roll me over in any court of law, I wasn't going to say the words.

Something that looked almost like a smile flickered across Fury's face, "You're smarter than you look, but then, we knew that before I came in. Otherwise, how could you build your own biocable? As I've told you, S.H.I.E.L.D. is… special."

I slumped in my seat. Great. Of course it would be like this.

"Shouldn't I get some credit for saving the city?" I asked weakly, although I knew it wasn't a fair thing to say. After all, I was the whole reason that Dr. Connors turned into that lizard beast in the first place. Sure I cleaned up my mess, but I ended up destroying a lot of lives along the way. I knew that.

Surprisingly, Fury didn't look like he needed a lot of convincing. He didn't even glare. "You get all the credit, and that, Mr. Parker, is why S.H.I.E.L.D. is here."

_Huh?_

"Huh?"

Fury didn't give a verbal answer. Sliding the black briefcase onto the table, he clicked open the hatches and raised the cover. I couldn't see what was inside it, because the back of the thing was to me, and not for a moment did I think that it wasn't on purpose.

He leafed through the contents of the briefcase, and from the sound of ruffling papers, I could tell that it was… well, papers.

Gathering up a load in his hands, Fury pushed them around the black case, to me. The papers spread out over the table, revealing security clips of me at Oscorp, me changing into the Spiderman costume at various parts of the city, and me visiting Dr. Connors days before his breakthrough.

Something hard and cold settled in the pit of my stomach, and for the second time that day, I was finding it impossible to breathe.

When I first started out, I admit my mind wasn't exactly on this type of scenario, so I hadn't been discreet. At all. It wasn't until later that I thought, hey, it'd really suck to be discovered as Spiderman and have to spend the rest of my life in jail. But by then it was too late to undo the damage done in my earlier days.

And now I was paying for it.

"Look," I said, my voice hard, "if you think you can threaten—"

"Nothing of the sort, Mr. Parker," Fury said, sliding the pages upon pages of damning evidence back into a neat little pile. "SHIELD fully supports what it is that you do—that is, fighting the battles that normal people can't. Acting as the vigilante on the streets has more problems associated with it, but as you have stated, we are the feds and the New York municipality is out of our jurisdiction."

Alright, am I the only one not understanding here? Because this. This wasn't making any sense.

"Then why are you here?" I asked in a confused sort of tone.

Steeling his fingers, the man leaned forward, and for the first time I realized that it must have taken a lot of skill and willpower to get out of a situation in which one could lose an eye.

"We are here, Mr. Parker," the dark skinned man said in a low, gravely tone, "to show you that you are not nearly as clever as you think you are. You can make mistakes. Dr. Connors was your mistake also, was he not?"

I stiffened, because how could he _know_ that? I'd only told Gwen. But Fury had hit the nail on the head, hadn't he? Because let's face it—the only reason I'd been suicidal enough to go and try to stop Connors was because he was my responsibility, and I couldn't very well let Dr. Connors take the whole fall for it.

"I won't deny it," I said with a twist to my lips.

Nick Fury nodded, as if that was the answer he had been expecting. For the first time, I felt a, well, fury, that SHIELD seemed to expect that they knew everything.

"You couldn't have known," he said, and suddenly his gaze hardened, "but that's the thing, you _couldn't have known_. There are so many things Mr. Parker, that you are unaware of, and while I admire your heroism, you are much too inexperienced."

My fists clenched, "So you're saying that I should quit."

"No." Fury paused, as if mulling over his words for a minute, "But that is why S.H.I.E.L.D. is here. We are here to help you. It would not be good for the government if the public found out about humans with special abilities before schedule. The files that I showed you today—they have all been deleted from the main databases. Most people won't know where to look, so you'll be able to get away with most of your antics. But I'm here to warn you that there are some who'll go to extremes to get revenge on 'Spiderman', and while our data deletion is good, it's not perfect. They may find you and I need to ask if you're prepared for that."

Wha—?

Okay, that threw me for a loop. Did anyone else see that coming?

Just as quickly as it had come, I felt my anger evaporate, leaving nothing but a weary and slightly confused teen in its wake.

Gah I don't think I'd ever be able to become a spy. Too many things going on at once that I could never hope to understand.

Well, that's at least one job checked off my careers list.

"I, uh," I coughed, trying to find my balance again. What I wouldn't have done for a cup of tea to hide my uncertainty while I gathered my thoughts. That was probably the reason Aunt May always made some for her guests. Huh, I suppose I should copy more of her behaviour patterns. It was evident that she knew what she was doing. I latched onto the last thing he said, because that was really the only thing I could respond to. "I'm prepared, sir."

Nick Fury's gaze seemed to sharpen at the question, "Are you Mr. Parker, are you really? I understand that you can evidently take care of yourself, but what about your friends and family? Criminals who are out for revenge won't just stop at you, you know, they'll try to destroy everyone you care about. Are you prepared for _that_?"

I hesitated for the slightest of moments, before nodding. "I am."

I'd be careful, so careful that a genetically engineered dog would have trouble finding me. Now that SHIELD had tipped me off about the security cameras and things, I'd watch out.

A pensive look passed his face, and Nick Fury closed the briefcase.

It didn't take a 200 point IQ to know that it wasn't part of the original plan.

"What was in there?" I asked warily, because really, if whatever organization Fury worked for had been thinking of taking me out, I wanted to know.

Fury seemed to have read my mind (and boy, wasn't that a hard thing to do, considering the IQ and the fact that I'm secretly Spiderman) because an amused glint entered his one visible eye. "Don't worry Mr. Parker, it was nothing disagreeable. It was simply… a program I'd been working on, but I do not think you are ready for it."

That was frustrating. "Care to tell me what this program is? Or am I not ready for that too?"

The dark skinned man's lips twitched, and with a command that I could only envy, he rose to his feet. It was clear as day that it was a dismissal, which should have been absolutely ridiculous since it was my house. "Perhaps in a few years, Mr. Parker."

Ugh, I never, ever, wanted to deal with secret organizations again.

I stood too. There was a part of me that just wanted to sulk there and see him let himself out, but Aunt May's upbringing got the better of me and so I walked him to the door.

The thought of Aunt May brought up a hint of relief at how lucky it was that she wasn't home at the moment and would never have to know about how a man who was wearing enough guns to take out a small elephant had been in her living room. Then again, if this really was some super-secret organization, maybe it wasn't such a coincidence after all.

And wasn't _that_ a comforting thought.

I showed him the way out, or more accurately he showed himself the way out. We took a moment on the porch, where he stood outside and I stood at the doorway, in almost a mockery of just an hour prior.

"You don't quite understand," Fury said, and there was a softness in his voice that gave me shivers, though I couldn't place why. "But you will."

"I'm not that stupid, really," I said in frustration. He might think that I was some kid who didn't know anything, but I wasn't. I respected governments, but I remembered the policeman who had shot me during that the terrifying day only weeks before, and as much as it felt like a betrayal to Chief Stacy, I knew that the police force weren't always right.

Nick Fury only shook his head, and placed a strong, firm hand on my shoulder, "Take care, Mr. Parker."

And then, before I could reply, he had already withdrawn his hand and was walking briskly to the small black car with tinted windows parked out at the end of my driveway. I opened my mouth to give a goodbye, but ultimately felt too awkward saying anything and let my jaws snap shut again.

He stopped just as he opened the door to the passenger's seats, and finally he glanced back. His eyes were filled with a deep sort of regret that had my breath catch, and a moment later, after he'd already gotten into the car and had closed the door, my hackles rising. Because I _knew_ what it meant. He thought I was going to screw up.

"I won't," I whispered furiously as I glared after the car which had by now pulled out onto the streets. A heartbeat later, and it had disappeared from sight entirely, as if it had never been. It really wasn't fair. I might mess things up, but I'd also always be there to fix it.

Lord, if only I knew how wrong I was at the time.


	2. In Which a Birthday Isn't Perfect

**Chapter 1: In Which a Birthday isn't Perfect, but is Getting There**

Three weeks after and no calls from SHIELD, and I stopped worrying. Two months after, and I'd nearly forgotten about them entirely.

I was just putting away the last of my books for the end of school when Flash ambushed me from behind the lockers, pulling me into a friendly headlock and ruffling my hair. It might have scared the life out of me if it weren't for the fact that my danger sense hadn't gone off, so I knew it to be harmless, and the fact that Flash did this pretty much every day now.

I swatted his hand away without any real strength and, grinning, Flash stepped back. Allowing me to close my locker door first, he used one arm to lean against the row of cheap metal, his head cocked to one side. "Hey man, wanna hit the arcades with us later today?"

I turned, tilting my head to one side as I considered his offer.

To be honest I'm still kind of weirded out by his overtures of friendship. It's not that I don't enjoy it, although I don't quite enjoy it either. It's just odd. I'd never been a victim to Flash's brand of disdain, but I'd never quite blipped on his radar as anyone other than the guy who took photos either.

There could only be two real reasons for his sudden change of heart really. One was me humiliating him five months ago, and the other being the death of my uncle. Neither reason was exactly pleasant, and I couldn't help but be reminded of them whenever I was around him.

It was unfair to be cold to Flash because he brought up bad memories, but the world was hardly ever fair.

I smiled weakly back at him, "Maybe another time."

"Aw, alright then," Flash said, patting my arm good naturedly, "I get that you have smart-people things to do."

And then, with a cheery grin, Flash turned and headed back to his group of followers. I sighed, running a hand through my hair. Maybe someday.

A tinkering laugh floated down the hallways, and I turned to see Gwen looking at me with twinkling eyes. Her bookbag slung over her shoulder, she walked up to me, stopping with a cocked head as she gazed down the hall to Flash and his friends.

"He still hanging out at your locker every day like an ex-girlfriend?" Gwen asked, her voice amused.

"It's not like that," I said wearily. But I had no idea what it was like. Who knew that Flash could give me an intellectual challenge?

Gwen must have sensed the seriousness of the mood I had, because she instantly sobered. Placing a hand on my arm, she shook her head, "Oh come on Peter, it's obvious why he wants to be your friend. He's seen you, the real you, and he's interested. Who wouldn't be?"

I blushed. It wasn't true, but there was no arguing with Gwen.

"So you doing anything today?" I asked, trying to keep it casual.

Gwen's eyes glittered with amusement. "Oh I should hope so."

"Yeah?" I grinned.

Gwen let out a full blown laugh, "Oh Peter, don't tell me you've forgotten that it's your birthday today?"

I blinked, and blinked again, because _yes_, I had forgotten.

Gwen's eyes twinkled, and I knew that she must have read my answer off my face. "Hey superhero, remember, no crime fighting for tonight. It's your special day. Plus Aunt May and I have been planning your party for who knows how long and I'd be very disappointed mister, if you happened to miss it."

Without giving me a chance to reply, she leant forward and placed a kiss on my cheek. Giving me a wink, she turned her heel and strutted down the hallway with books in hand, leaving me alone again.

I just shook my head in amazement.

When I got home later that day, Aunt May was waiting for me. That in itself was not so unusual. What was unusual was how she acted.

"Peter," she smiled, meeting me in the front lobby as I came through the door, "I'll take care of everything today, so you don't have to worry about it. Finish your nap by 6pm though, because that's when we'll be having dinner."

I had been in the middle of taking off my shoes, and I almost dropped them in surprise. I couldn't help but stare at her for a moment, but no, the smile was sincere, even if the worry lines hadn't completely disappeared.

Any serious crime didn't usually start until after 9pm. There was the occasional bank robbery or some other such felony of stupidity during work hours, but they were very rare. I'd taken up a policy of napping after school and going out afterwards so that I could catch the prime crime times.

Aunt May had never been very pleased with my late night ventures, and even less so when she'd found out that I was actually sleeping during the day so that I could stay up later. She never quite yelled at me, but it was coming close.

So the sudden change in attitude was surprising.

Aunt May must have sensed the direction my thoughts were taking, because her face suddenly softened more if possible and she reached out a hand to clasp my shoulder. She gave it a small, comforting squeeze, "Peter, I'm still not accepting of whatever it is that you do, especially since you won't tell me, but today is your special day and you can spend it however you want."

I swallowed, and placed my hands over hers. Despite how reassuring she was trying to appear, it didn't take super senses to notice the strain behind her voice or the tiredness constantly present within her eyes. I'd grown with her and Uncle Ben as a constant presence, but now Uncle Ben was gone and Aunt May stood a head shorter than me, her body so fragile and weak, as if anything could snap her.

Not for the first time I wondered if I shouldn't just tell Aunt May about my being Spiderman. It'd certainly take a load off her mind to know where I was and that I wasn't just randomly getting beaten up every day. She might even be supportive of the fact that I was, you know, helping people.

But at the same time, she'd just lost Uncle Ben. I was never in any real danger of dying, I don't think, even if the bullet on the night of Dr. Connor's attack had proven to me that I was not immortal. But would Aunt May take it that way?

It was always frozen indecision with her on the topic, so I tried my best not to think about it.

"Thank you, Aunt May," was what I said instead, my throat thick with immeasurable gratitude. I uncurled my fingers from hers. I allowed my backpack to slide off my shoulders, dropping to the floor with a muffled thud. "But I'll uh, take a rain check on that. How about we work on this dinner together today?"

Surprise flickered across Aunt May's eyes, and for a moment I hated myself for making it so that she would be stunned at an offer of help. There had been a time, before Spiderman, before Uncle Ben's death, that she and I in the kitchen together had been a weekly occurrence.

"Oh Peter," she said, her smile painfully tender, "you don't have to do that sweetie. I know that things have been rough for you recently. If you need to rest, then rest."

I could only shake my head. My tongue felt too heavy for words, but somehow I managed to force them out, "Aunt May, this is my day, and I want to spend my day with you. We used to make new dishes for Un—I want to try this again."

Aunt May smiled sadly, and I knew that she knew what I had been about to say. I clenched my fists, looking to the ground. A bitter smile crossed my lips, probably turning my face into something ugly.

Aunt May reached out and grabbed my hand, gently tugging it in the direction of the kitchen. I looked up, surprised.

"Come on Peter," she said softly, "let's get started with the vegetables, otherwise we'll still be unfinished when Gwen arrives."

I cracked a weak smile in reply.

No, we hadn't quite gotten over what'd happened, and I doubted that we ever would, but we were getting to a place where that was okay. Uncle Ben had been a cornerstone in our lives, and when he'd died everything had fallen apart, but now we were connecting again even without him as the constant.

We used to make dinner together so that we could surprise Uncle Ben when he got back from work, and now we could make dinner simply to spend time with each other. He'd always be there, but Aunt May and I could have our relationship too. Finally we were finding some semblance of normality in a house that was supposed to have three, but only two dwelt.

We fell into amicable chatter as we prepared the food. There were more than a few times where I went faster a bit superhuman with my chopping, and I had to glance at Aunt May's speeds to regulate myself. We fell back into an easy dialogue, because neither Aunt May and I were the type to try and fill the air with chatter whenever we simply didn't have anything to say.

She asked about school, about Gwen, about life in general, and I answered wherever I could. There were some points where I had to deflect, and from the tense pauses present within her shoulders I knew that she noticed, but she never followed up. I was guiltily glad for that.

Before I knew it, most of the dinner was done, and Aunt May was shooing me off to clean up before Gwen arrived.

"Alright, alright," I laughed, allowing myself to be pushed out as she shut the door to the kitchen. Shaking my head, I stared bemusedly at the closed door. It was still about an hour before dinner time and it was way too early to take a shower. But I had seen the strawberries and icing hidden in the remote parts of the cupboard and I had a fair idea of why Aunt May wanted me out of the kitchen.

I doubted that she didn't know that I always knew, but ever since the first year that I was here, where she had baked my birthday cake in secret and I'd fallen out of my chair in surprise when I'd seen it, it'd almost become family tradition. And, it never failed to touch me.

I drifted towards the stairs, deciding to maybe finish up the rest of my homework for the foreseeable future, when something caught my attention. I stopped at the stairway, and turned back, because it wasn't a sight I was greeted with often.

From the stairwell, our dining room was visible in a way that it apparently hadn't been in the front foyer or the kitchen. I'd caught a glimpse of the table from the other rooms, but only now was I seeing the full disaster that had hit the piece of furniture.

The mahogany surface of the table was barely visible through the sheets upon sheets of papers scattered across it. Sometimes Uncle Ben forgot to clean up after himself, but Aunt May never left a mess, and especially not before dinner.

Wondering maybe if it was just this day that had her forgetting her usual tidiness, I changed my direction and headed towards the offending room, deciding that I would help her out a bit. I knew how Aunt May was about messes, and she didn't need more of that today of all days.

Today was about the Parker family, not about Spiderman.

Stopping just before the table, I picked up the sheet of paper closest to me, scanning its contents to get an idea of what it was about and therefore, how to organize the papers. It took all of one second for me to recognize the familiar structure.

Bills.

For a moment I hesitated. Bills weren't really any of my business, and I'd never really thought about them since Uncle Ben's death. But now that I was confronted with them, I did have to admit it was a little odd that Aunt May never came to me with them. Uncle Ben had long since caved and came to me to help him with his finances because while balancing budgets was something he could do, it never hurt to have a set of extra eyes.

As far as my knowledge extended, Aunt May had never been the one to look after the finances, and now that I thought about it, with one less source of income, there was bound to be some changes to the books.

"I really ought to make this up to you, Aunt May," I mumbled to myself. It wasn't like I didn't realize why she'd probably not come to me for help. With the way I'd been acting, how could she possibly depend on me?

Guiltily I picked up another page, knowing that even with the realization, nothing much would change. What could I do after all? I still wanted to help people as Spiderman, and there would always be nights were I would just snap at Aunt May no matter how undeserving she was of it. I never felt more like a jerk, but I wasn't unrealistic about these things.

Without really looking, I plucked up the pencil that'd been rolling underneath the sheets. No doubt Aunt May had been looking at the bills before I came home. I couldn't say that I could make up for my absences entirely, but I could do a little something about it now. I'd balance the books for the day.

Grabbing a scarp piece of paper, I went through all the different pages, scrawling out a number every once in a while. Mostly I could do calculations in my head, but it was easier to write down the sums of the expenses so that I didn't accidentally forget.

But something was wrong.

Mutlitasking had never been a problem of mine, and even as I calculated through each individual bill, the back of my mind was tallying up every computation I was doing. I'd already compiled all the sources of our income, and our expenses had long since passed the balancing point.

It was with a sinking realization that I finally stopped calculating, because I knew that no matter how much further on I went, I wouldn't be able to find the money to balance our budget. Cold icy fingers wrapped around my chest, and I wondered how I could have been so oblivious.

My fists clenched around the innocent looking sheet, crumbling the page.

I closed my eyes. About the Parker family, indeed.

Uncle Ben had been the one to work, mainly, and as hard as the fact was to swallow, we couldn't afford our lifestyle without him any longer. We hadn't been able to afford it for five months.

Aunt May had been dipping into her retirement savings to support us. Support me.

It wasn't like we were going to be living on the streets any time soon. The house had to be at least thirty years old and the mortgage had long since been paid, and Aunt May's income was enough for taxes and food.

But the other stuff? Electricity, hydro, internet, phone bills, ect? And she still insisted on depositing into my college fund monthly, even when she had no money to pay for it.

I felt my throat close. She was an idiot and she should have told me. I would have listened, didn't she see that? But there was something warming in the fact that she tried to keep on as normally as possible and not load me down with our financial problems, even if I wouldn't have minded being burdened.

Thankfully, before I could do something mortally embarrassing like burst into tears, the doorbell rang.

Blinking, I allowed the bills to drop from my fingertips, and glided towards the door.

It was Gwen. Of course it was Gwen.

"Hey Peter," she smiled when I opened the door, tilting her face up slightly as she gave a faint whiff of the air, "hmm, food smells great."

"One sec alright?" I asked, grabbing her by her hands and pulling her inside. Tugging at her in an almost urgent manner, I quickly ran up the stairs to my room, shutting the door behind us with a solid thud.

Gwen gave the door a long look, and then turned back to me with an expectant eye, "What's wrong, Peter?"

"I need a job," I said, running a hand through my hair. "Aunt May—well she hasn't been paying the bills as well as I thought so I think I should… you know, help out with the money and stuff."

There was a pregnant pause. I expected that however, because it was a lot to take in. I'm not sure if I've fully realized the implications of it yet, either.

"Alright," Gwen said after the moment was done, her voice cool and crisp and knowledgeable. It was just one of the many things that I loved about her. She was always so decisive, unlike me. "There's plenty of part time work around." Her voice turned slightly teasing, "And you know, as the second smartest student of our school, there's not a lot of places that wouldn't accept you."

My laughter was muffled, but still very much present. Gwen's grades were better than mine, but it wasn't really comparable, considering she spent a lot more time on perfecting those grades than I did. If there really was a test of intelligence, we both knew that the winner wouldn't be able to be predicted easily.

"Oh hey! I just remembered!" Quickly digging through her backpack, Gwen brought out a glossy flyer that nearly made me wince. Me. This coming from a guy who runs around in a red and blue unitard.

"Is that for the circus, 'cause I'll let you in on a secret. I'm terrified of clowns," I joked, but took the paper nonetheless.

Gwen let out a laugh. "Hey look, the date for applying for OsCorp internships has passed—" here she gave me a wry look, to which I replied with a sheepish smile, "—as you no doubt know, but there's another place that's hiring."

I raised a brow, before lowering my attention to the page in front of me.

I blinked, and blinked again, then blinked a third time just to make sure I wasn't hallucinating.

The design was terrible, but the place…

"Where did you get this?" I asked, completely stunned, "No wait, isn't Stark Industries the main competitor for Oscorp?"

"Stark Industries was attempting corporate buyout," Gwen said dryly, "I'm not sure how they got the rights, but that entire day was basically them trying to convince all the Oscorp interns that they'd be better off working for SI. I'm pretty content with my term at the moment, even with the disaster that was Dr. Connors, but I took one of the flyers just in case. Looks like it's coming in handy, huh? Don't worry, even if you begin working for them, you won't be able to defeat Oscorp."

I rubbed a hand over my eyes. I was really conflicted. I would like to apply and work there if I had to get a job, because let's face it, SI had the best technology in the history of ever. But at the same time…

"Look," Gwen said, pointing to the flyer, "because Mr. Tony Stark has disappeared, Stark Industries have to go through the regular channels with their expansion now, and that means using other scientists. They're looking for brilliant interns in the R&D department to help them develop new products."

"You mean weapons," I injected, my lips twisting. A few months ago I might not have cared, but after Spiderman, after Dr. Connors, I'd learned the bitter lesson that science wouldn't always be used for good.

Gwen bit her lip, and shook her head in reply, "They're only to... protect the American people."

The last bit was said so softly that I barely heard it at all, and that was with my enhanced senses. I may have been an emotional twit, but even I understood that it was barely choked sobs that she was trying to hold back. In a flash of guilty understanding, I realized what she must be thinking of.

"Yeah, right um," I mumbled, because how could one respond to their girlfriend's almost-breakdown due to the death of her father that was technically your fault? Who knew, if Stark Industries had invented something stronger for the everyday policemen, then Chief Stacy might still be alive right now. "I don't really have anything against them or anything. Hey I mean, don't listen to an idiot like me talk. Spiderman is pretty much a weapon too."

I had no idea if I said the right thing at all, but Gwen let out a stifled laugh, so I guess it had some merit. I nearly sagged with relief. Gwen gave me much too many chances.

"But I still don't think I can accept the internship," I continued, "I don't have the time. A job like that will require absolute devotion, and I can't give that. You're an intern at Oscorp, and not even a paid one, and I see you being on call at all hours. What if I'm doing spandex related stuff…?"

"Just consider it?" She asked, "There's no need to throw your life away for Spiderman. I can accept that you need to do it Peter, I really can, but it doesn't need to take center stage."

Smiling gently, I cupped her face, gazing deeply into her hazel eyes. I really was touched that she cared about my life so much, but couldn't she tell that Spiderman had never been my center stage? No, it'd always been her.

Leaning forward I placed the sincerest kiss possible on her lips, and she responded with equal honesty. When I finally pulled back, breathless, I found that I couldn't refuse her. Our foreheads bumping together, her eyes brighter than the stars, there really was only one thing I could say, "I'll consider it."

"That's all I ask for, Peter," she said softly, raising one palm to my cheek. "Thank you."

Wrapping my hand over hers, I smiled, "Gwen, I should be the one saying thank you. Now, how about that cake?"

A few days later I saw the ad for Spiderman pictures in the Daily Bugle, and Stark Industries slipped from my mind completely.


	3. In Which I Land Myself a Job

**Chapter 2: In Which I Land Myself a Job and Wonder if it's Really Worth it**

There are plenty of people who've gotten pictures of Spiderman swinging 'round town, even before he knew he was Spiderman. It was partially the reason of the media that I even got around to such an easily identifiable costume after all. The trick, as it were, was that there was nobody who had gotten pictures of Spiderman fighting crime.

Or at least that's what I found out when I went to the Daily Bugle the day after I saw the ad and got an earful of J. Johan Jameson.

Okay seriously, who gives their kid a name so that they get triple J's? It's practically the same as naming your kid Earnest, or Star. It's just asking for them to get beaten up.

Actually, now that I think about it, the editor of the Daily Bugle being constantly nettled as a kid would explain his rather hard to get along with attitude right now. Making the world feel your inner pain, blah blah blah.

Oh wait, that was Jameson talking.

"…teenagers just coming in thinking that they can do anything. I've had enough of you all. Get out I say. Get out!"

Uh-uh, that wasn't good. I couldn't let it end here. Aunt May needed the money.

"But sir," I protested, quickly running through the past half hour of rants he just gave me. "I'm _not_ just one of those teenagers. I'm serious about this job! Look—I only have pictures of Spiderman patrolling because I didn't know you were looking for anything else, but now that I do, I'll be sure to include it. Really."

Jameson only snorted, spinning around on his chair to face the New York skyline. I felt my heart drop. Even I knew what it meant when somebody refused to face you any longer. I was dismissed.

"_Please_." I didn't like to beg but this job opportunity was absolutely perfect, and I knew I'd never be able to find another that suited my night time activities as much as this one. "Just one chance."

Something about my tone must have gotten through to Jameson, because he did pause. Swivelling back around, he turned suddenly piercing grey eyes on me, and I felt my breath catch. For the first time since meeting him, I realized that there must have been a reason that he was the head of one of the biggest newspapers of New York.

I hastily tried to arrange my features into the most serious expression I could manage, but before my facial muscles could so much as twitch, Jameson had already turned away, done with his scrutinizing.

"You're not that different from every other thick headed opportunist to come through these halls," the man said gruffly, still in that overly swift way of his, "but it's also true that newspapers always need opportunities. Alight you get one chance. I want a photo of Spiderman in action on my desk tomorrow and I mean tomorrow! If you don't manage it don't ever bother setting foot in this building again, understand?!"

"Really? That's great—I mean, I'll do it, for sure."

"We'll see," Jameson muttered, only to slam a hand on the table so quickly it nearly made _me_ jump, "Now scram! I've got some things to do and I can't do 'em if you're here taking my up breathing space!"

I winced, but nevertheless cleared the room, lest Jameson changed his mind. If there was one thing that wasn't quite so perfect about this job offer, it would be the boss.

On my way home from the Burgle building, I got thinking about how I could fulfill Jameson's demand. It really was a good thing that Spiderman was me, because there was literally no other possible way to meet the crazy editor's requirements unless you had the luck of Tyche.

When night fell I quickly got to work. Spiderman did his usual thing, but this time, Peter Parker was on the lookout.

I still stopped robbers and muggers of course, but maybe I was a little slow with some of them. When I had the time, I tried to calculate which way the criminals would run, and get there ahead of time. Then it was the task of setting up the cameras and simply waiting for them.

It didn't work all the time. People weren't always predictable and often they went completely different ways than I envisioned, but it was the best method that I could think of. I didn't have time to check, but by the time that I'd stopped my tenth mugging attempt, I was pretty sure I had some decent pictures.

I was just in the process of removing my camera from my latest vantage point when somebody stumbled into the empty alleyway that I was in. The place had been another failure of my abilities to predict the future, as the muggers had gone nowhere near the abandoned alleyway. I'd caught them of course, and then had come the tedious task of making my way back here to get rid of the evidence of Peter Parker.

I caught a glimpse of the figure under the streetlights and was about to dismiss the sight in favor of patrolling some more, or maybe even heading home, when I saw what he was holding.

He had two bags of money in his hands, and I was pretty sure he didn't get that from Social Services.

Tsking, I left the camera where it was and moved towards the figure, preparing to jump down and scare him.

As I got closer, his appearance became clearer as well. He was definitely a man, with his build, although he was wearing the weirdest mask in the history of ever to hide his face. And this was coming from a guy who went by Spider-Man.

And he was wearing a green and yellow unitard.

Woah ew. Red and blue at least sort of went together. They were bold colors which brought attention and I admit, a secret part of me thought that they made me look kinda cool. Green and yellow on the other hand?

I was no fashion expert, but even I could tell ya that you didn't want to be caught on the streets wearing that.

Not that you would want to be caught on the streets with a unitard anyhow…

"Yo Expiring Grass!" I called out, landing on the hood of a car only a few stretches down from where the green-and-yellow clothed guy was, "You should you know, stop doing crimes and stuff. It'll lower your lifespan."

The man did stop, although not by my command I assure you. Slowly, he turned to face me, and I could somehow tell that his eyes were narrowed even through that butterfly mask he was wearing, "What did you just call me?"

"Expiring Grass?" I asked airily as I hopped off the car, "You know, the color that your lawn starts to get when you haven't watered it for a few months? That's kinda the color you are."

For a moment the man looked as if he were about to blow, and I readied myself for an upcoming confrontation, but he seemed to calm himself at the last instant and straightened, "I know who you are. You're that new vigilante in town with freak powers. Spiderman."

"Bravo," I drawled, "you deserve a cookie. Hey do you even need cookies, considering that you're a villain? Isn't the dark side the one that's supposed to have a lot of cookies?"

The man narrowed his eyes, "They never said that you were this annoying, Spiderman. Now if you don't want to get hurt, I suggest you get out of my way."

"Really?" I asked in slight exasperation, "Really? Do you guys _really_ expect that I'll just let you guys go if you ask? And you didn't even ask with a please and a cherry on top!"

As fun as this all was, it really was time to go. Aunt May would be expecting me soon, maybe. I raised my arms, and with a quick flick of my wrists, shot a volley of webbing towards the man. Before the webbing had even hit I turned away, sure that my job was done here for the night.

Chuckling to myself, I shot out another string of webbing to the highest vantage point I could see, preparing myself to swing on home. The police could take care of the rest.

"All in a day's work," I smiled to myself, and it was just then that everything went to hell.

The man behind me let out a roar, and while normally expressions of anger wouldn't have been unusual, what happened next was.

I felt a shockwave ripple out from behind me, and, wide eyed, I whirled around to face the man wearing green and yellow who had proven himself to be far from just a wacked up robber. He was breathing heavily, the webbing around him hanging loosely from his body, dripping to the floor like candle wax.

He was not wrapped up at all, and instead somehow he had managed to partially melt the biocable which was supposed to be one of the strongest materials in the world. Electricity was crackling around him, nearly make my hair stand on end.

My mouth felt dry, "How…?"

"My name is Electro," the man said with a predatory smile, "and like I said, I suggest that you stay out of my way."

My heart skipped a beat.

Some part of me wildly wondered if somehow this man too had gotten his hands on the cross species genetics research, and had managed to get eel DNA or something into him. It would certainly explain his freakish powers.

But that was impossible, because Dr. Connors and I were the only ones who knew, and Dr. Connors was in jail and was never going to tell anyone and this couldn't happen again because I couldn't be responsible for something like this again!

I practically felt myself panicking.

But no no _no_, cross genetics research _couldn't_ be the reason. There was probably a perfectly reasonable explanation, like his suit for instance. It was perfectly possible that somehow the suit was the one that was conducting electricity.

Right. That had to be it.

I took a breath, assuring myself that it was the case. After all, the man was hardly acting insane like he would if he were contaminated by another species.

"So you've got something special too," I retorted with a smile, getting back my bravado, "but honestly? It's hard to take threats seriously from little green men."

Okay, the insult was weak. Maybe not all of my bravado was back quite yet.

But it was time to end this, super suit or not. So what if this required a little more work? I could do more work.

We sprang at the same time. I flipped over the man who had proclaimed himself to be Electro, shooting a bunch of webbing his way. He roared, and blasted a burst of electricity at me. I barely managed to get out of the way, landing on the walls one second and springing away the next. Some bricks came loose from his blasts, and I felt my eyes widen because _no_, it wasn't good when the bad guy had enough power to potentially take down a building.

It also however, gave me an idea.

My webbing wasn't working against him. Every time I shot something at him, he'd melt it away. But it was enough to distract him.

I continued flying around him like a… well, fly, instead of a spider, just barely avoiding his electric blasts each time. Dust and plaster rained down the alleyway, and I sincerely hoped that whoever lived here had insurance because otherwise they were going to have some trouble blocking out the wind with all the holes Electro was making in their walls.

Finally I had enough.

"Stop moving around!" Electro growled, firing another blast at me.

"Oh, with pleasure," I murmured, and _moved_.

I shot out my webbing, except this time instead of aiming at Electro, I aimed at the bricks that he had displaced. Moving quickly, I slung the bricks towards Electro's body, not even guiding the bricks long enough to see if they went exactly where I wanted. By that time, I was already on the next brick, intent on burying Electro in as many of them as I could.

Even with his abilities, he couldn't have predicated what I would do, and he didn't have time to react.

Except that he did.

Electro roared, and somehow, despite the numerous bricks surrounding him, he flung out his arms and screamed to the heavens. Suddenly the air felt heavy, charged, and even without having the ability to see the future, I knew what was going to happen.

"You've got to be—" I started, but didn't get to finish as Electro's whole body discharged.

And just like that, all the bricks exploded outwards, leaving Electro free again. I didn't have time to mourn over the unfairness of it all however, because taking advantage of my shock at his sheer power, Electro actually acted.

Before I knew it my danger sense was tingling, but Electro's hand had already lit up and when I moved, it was already too late.

I was blasted backwards with the force of a rampaging elephant, hitting the wall with a loud _thump_. I hit the wall so hard that bits of it had come down with me as I slid to the ground, moaning.

Ow, ow, ow, ow, _ow_.

That freaking hurt!

I winced, tenderly checking myself for broken ribs or any other injury that might potentially be life threatening and not immediately obvious. Thankfully there were none. So he hadn't hit that hard, then.

I let out a breath. Okay. Okay that hadn't been fun, so it was time to try something else.

I hadn't even managed to stagger to my feet by the time Electro shot off another bolt of electricity at me, and I was forced to leap to the side to avoid it. By doing that however, I managed to catch sight of something I hadn't before.

My eyes lit up.

"Hey Voltage WeeWee, this way," I called out, grinning maddeningly as I quickly changed direction and sprinted towards one of the building.

"MY NAME IS ELECTRO!" The man bellowed, thundering after me.

I would have rolled my eyes if the situation weren't so precarious.

Quickly I climbed up the building, going the normal way via stairs rather than scalding up them like I normally would have done. After all, the whole point of a lure was that your prey could follow, no?

I only stopped at the roof.

"Haha, nowhere to run now, is there?" Electro asked with narrowed eyes and a wide smile on his face, advancing towards me.

"Oh no, whatever shall I do?" I asked with a rather well to do impersonation of a lady in distress if I did say so myself. I backed towards the large storage container that was situated behind me, knowing that even Electro probably couldn't withstand fifteen tonnes of that.

"This is what you get for trying to mess with the Electro," the green and yellow clad man said with a grin, and blasted a cannon fire of electricity at me.

I grinned and leapt out of the way, and the shot hit the hydro storage tank that was behind me. The tank crumbled inwards with the pressure, before the area where the blast had hit burst open and water ripped out.

Electro screeched as the pressurized water blasted him backwards, his suit fizzing with the neutralizer.

I laughed. "Whoopie-doo. And the forecast for tonight is rain. Careful you don't slip and hit your head."

Electro only groaned from his spot on the ground, eyes squeezed shut. The water had knocked him over, and now that the initial pressure had been released, it was trickling to nothing but a leak rather than the geyser that had caught the criminal by surprise. Still, it had done its job. Whatever technology Electro used, it had to be shorted out by now.

I skipped over to him, suddenly very delighted, and decided to make my day a wrap.

"Say goodnight," I said with a wink, raising my arm to web him for the cops to catch, when suddenly, Electro's eyes snapped open.

Something cackled and I felt my eyes widen. No, surely not?

But it was.

Electricity discharged for a third time from Electro's body, and for a third time, I was caught off guard. I flew backwards, landing a few feet away in an undignified heap.

I coughed, pushing myself up to a sitting position. I couldn't believe it. He still had some juice in him?

But when I looked around, there was no Electro waiting there to finish me off. The green and yellow clad man had disappeared.

I realized what had to have happened.

No, I hadn't been wrong. The water had really shorted him out, but he had a bit of left over power that he'd used just now to catch me off guard to escape. And now, he'd done just that. He was gone.

I'd failed.

I… didn't know how to feel about that.

Still not really sure what to think, I made my way back down the building again, because I did need to get my camera. The bags of money were still in the alleyway, and that did make me feel better.

Although the bad guy had managed to get away, he hadn't managed to get away with his objective. Spiderman had still done his job. I'd catch him next time, that was all.

The only thing was, my camera didn't manage to fair as well as the money did.

"Aw man," I said when I saw my thousand dollar camera smoking like a barbeque, "_please_ don't tell me what I think happened just happened…"

But it did. My camera was done.

And with it, all the pictures save one.

"It's terrible," Jameson sneered the next day, slapping the picture back onto the desk. "You call this a picture? I could print a two year old's finger paintings and that would be better quality than what you have."

I winced. Why oh _why_ of all the pictures that were saved, only this blurry and awkwardly placed photograph had remained?

"My camera exploded and that's all that was savaged, but I swear I had better pictures. Next time I'll protect them so that this won't happen again! I promise I will."

"You'd better, or else you're fired!"

I opened my mouth, about to argue some more to get him to give me one last chance, when my thoughts suddenly came stuttering to a stop.

"W—wait," I said hesitantly, "did you just say that I got the job?"

"What does it sound like I was saying Parker? Are you deaf as well as dumb? Now get out of sight before I change my mind!"

I nodded hastily and scrambled out of the office as quick as I could, but I couldn't stop the wide smile that had spread across my features. Well what do you know? The whole thing wasn't quite such a loss, after all.


	4. In Which I Mess Up Badly

**Chapter 3: In Which I Mess Up. Badly.**

The next months passed pretty well.

Despite my glaring disadvantage of having lost a camera and being in immediate need to replace it, I still somehow managed to earn enough money to cover all of Aunt May's extra bills.

She'd been furious when she found out I'd taken an extra job to help out with the money, arguing as I predicted she would, that finances was something adults should be looking after. When I told her that it was just taking some pictures however, she calmed down considerably. Pictures were what I did after all.

At first she wouldn't accept the money for anything but my university funds, but I eventually wore her down. It helped that Gwen came over and subtly slipped in that I'd probably receive a full scholarship to most universities of my choosing because of my big win in the science fair last year.

Who knew being a geek could be good, eh?

Sometime during the past month, Tony Stark had come back from exile. Been raised from the dead, whatever. The details still weren't very clear, but apparently he'd been kidnapped by a terrorist group for the better part of nine months and had only now just managed to escape.

I'd desperately wanted to go to that press conference.

So, okay, I wasn't terribly fond of what Stark Industries represented, but the CEO himself? He was cool. Not only was he a multi-billionaire genius who had the funniest press conferences, but I still remember playing with the models of the weapons he invented when I was younger. That, and not to mention he said the funniest things to people.

I was utterly unashamed to admit that I admired him big time.

Unfortunately I was only a junior photographer, and not even a full time one at that. Some other people got assigned to the conference while I got shuffled into taking pictures of some homeless cats for page 9.

Yeah, it wasn't very fun.

_Especially_ when Tony Stark announced to the world that he was closing down Stark Industries.

He put the world in an uproar, and now, four months later, the world still hadn't recovered.

But that was the world, and I only lived in a small part of it that wasn't as affected by those things as one might think.

"Morning, hero," Gwen greeted at my lockers as she leaned forward and pressed a light kiss as welcome. When she pulled back, she was smiling, "How goes your day?"

"Complete," I smiled back.

"You doing anything tonight?" Quick and to the point, that was Gwen. At the risk of sounding sappy, it was just one of the many things that I loved about her.

I took a moment to pretend to think before capitulating to Gwen's raised eyebrow. I grinned and pulled out the last of my books before slamming my locker shut, "Nothing I couldn't put on hold."

"Great!" Gwen shifted, and in a move that was almost unlike her, she ducked her head. Glancing away, she nibbled at her lower lip, looking nervous, "How would you like to uh, come over to my place for dinner tonight? We're having bouillabaisse today."

My heart sank, and I suddenly understood why Gwen was so hesitant. Although I've been back to her room plenty of times after the Dr. Connors incident, I couldn't say the same for the rest of her apartment.

"That's um," I also looked down, unable to meet my girlfriend's eyes, "Gwen, dinner sounds… well lovely but…"

"If you really can't, I won't force you, Peter," Gwen said softly, raising her head and clasping my hands within her own. Her hands were soft and warm, comforting-like. "I mean, I get it. It doesn't have to be right away."

I sighed. It would always be a mystery to me how Gwen was able to understand me so well, but I was never more glad for it. Guilt churned at the pit of my stomach. I was a terrible boyfriend. I wished that I could man up and just meet her mom once again, because what kind of partner constantly skipped out on seeing the parents, but I was too scared to.

Looking at Mrs. Stacy from a distance was bad enough. Just seeing her sorrow filled, grief lined face—the face that Gwen so obviously got her features from—made me want to do nothing more than to break down and confess everything to her.

I wasn't sure if I could sit through an evening with a family that _I_ caused to be in so much grief. And that thought reminded me of the promise I had made with the police chief, a promise which now lay more broken than his body that night.

Sometimes I wondered if it was right to choose what I did. Breaking a promise like that to a dying man always filled me with unease whenever I thought of it, and I wondered if I would ever be able to rid myself of the guilt.

Sure I had a lot of reasons, ranging from the fact that Gwen would probably be safer with me watching over her and that Gwen herself wanted this, but the root of it came down to that I didn't think I could continue without Gwen.

"How about we catch a movie instead?" Gwen continued cheerily as if she'd not made any other suggestion in the first place. She didn't come off fake at all, although I knew that she must have really wanted the dinner to happen. But Gwen was sincere in everything she did. "There are plenty of good ones out right now. There's the new James Bond one, Argo, Lincoln, oh and the last Twilight."

I actually let out a laugh at the last proposal.

"No, it's alright," I said in reply, squeezing her hand back, "I'll go to this dinner."

Gwen's eyes widened, "Really Peter?"

"Really." I assured her. And then, I couldn't help but crack a grin, "But as I was saying, I still don't think I could pull of a suit. Your boyfriend will look terrible tonight, if you're alright with that."

It hadn't been my intention to agree to this dinner, but her reaction reminded me of how much that she'd done for me, and it was only fair that I tried to reciprocate some time. Uncle Ben had not raised a spineless coward after all, and even if I really didn't want to do this, it was clear that this was what Gwen wanted. It was only fair that I did some things for her, too.

Gwen's beaming smile made it all worth it, "That's great Peter! Oh I mean, it's not so great if you don't look good, but I'm sure you will! Your Aunt May has a great fashion sense, and I know she's pick out a suit that'll bring out your best features."

"My best features… and what would those be?" I joked, before shaking my head in mock sadness, "I suppose the movies will have to wait, although I for one am glad that my girlfriend won't get stolen by a sparkly vampire tonight."

Gwen laughed, "Oh please, it's the shirtless werewolves that will do the stealing."

As we exchanged our goodbyes and headed off to our individual classes, I felt my brief stint of bravery come crashing down. Now that no Gwen was there, I couldn't help but think about what it would truly mean to have a dinner party with Mrs. Stacy.

I couldn't take it back, obviously. Not only had I given my word, but it would break Gwen's heart. That much I knew. I'd have to get through it somehow.

I took a deep breath, trying to assure myself that I could do this.

First period passed in a blur, and it wasn't until Mr. Taylor, our teacher, pulled me aside after class that I really zoned in again.

"Peter, you've got a minute?" He asked as the torrent of kids streamed past to catch a break before their next class. Within minutes the classroom was empty, leaving only the two of us.

"Uh, yeah, sure," I replied, quite honestly a little confused as to what this might be about.

Mr. Taylor took in a breath, a complicated expression crossing his face before he nodded to himself, as if telling himself that he had to do this. "Look Peter, I know what happened to your uncle was a great shock and you're obviously still mourning. Heck, I would be too. I feel for you Pete, I really do, but… but it's been a great deal of months, and I can't allow your sub-par grades to slide any longer."

I froze. Of all topics to come up, I hadn't expected that. I don't know why I hadn't, because thinking back on it, I had been out of focus with school a lot lately. I did my homework when I could, and I still passed my tests and stuff, but you had to admit that handing in twenty percent of your assignments and sleeping through class wasn't the way to become your teacher's favorite.

I closed my eyes. There was no way to tell Mr. Taylor that the reason I couldn't devote as much time to school nowadays was because I had a side job of keeping all the biggest and baddest off the streets of New York. I didn't want to deal with this. "I'm still passing all my classes, aren't I?"

Mr. Taylor let out a sigh at my response, as if that wasn't what he wanted to hear. "Yes but, you've slipped from being a straight A student to a C one. If you continue like this, I can't guarantee your scholarship for college."

My heart skipped a beat.

"You can't rescind the scholarship," I quickly protested, "I need that money!"

Aunt May needed that money! I also knew that she would never hear of me _not_ attending college, and she'd fight tooth and nail for me to go even at her own cost. And to be completely honest, I didn't exactly want to be some highschool dropout either.

"It's not my decision, Peter," Mr. Taylor said sadly. "If your grades keep the downward slide that they've been on recently, there are no good Universities which will accept you. And you are such a bright child. I understand that things have been hard for you lately, but I don't want to see you destroy your future."

"What…what can I do?" I asked wearily, because this was just another thing to add to my plate. 'Destroying my future' weren't exactly words that I could relate to, but the rest I understood very well. It was all a teacher-talk way of telling me that I needed to pay attention to school as well as fighting crime and reassuring Aunt May that I was alright.

"Just hand in your assignments and keep doing what you've been doing on tests," Mr. Taylor said gently, "I won't ask for a lot. I'll pretend that the last months for you as far as this class is concerned didn't exist, and although I can't say the same for your other teachers, I'll talk to them. But you'll have to do better, alright?"

I nodded, "Thank you sir. I won't let you down."

"Good, now you can run along."

Giving Mr. Taylor one last thank you, because I realized what a huge thing he was doing for me, I raced off to my next class.

Feeling paranoid about the scholarship, I managed to stay awake the whole time even though I probably only got four hours of sleep that night. It wasn't like I really paid any more attention than I usually did, but it probably looked better to the teachers.

When school ended I made my way home to catch a quick nap. It was on my mind to start some of those projects that Mr. Taylor was talking about too, although the thought of them had me groaning. After all, what teenage boy, even superhuman ones, rejoiced at the thought of homework?

When I got home I immediately made my way to my room and plopped down on my bed, turning on my police radio as I did so. It'd started off as a normal radio that quickly changed when I became Spiderman. A quick rewiring of certain parts and tapping into the local station allowed me unfettered access to the soundwaves that belonged to the policemen only.

It helped a lot with filtering out the useless junk that would otherwise be present on the normal radios. My custom one only really made a blip when the police required backup, which was my cue to intervene because any crime close to my location that required help had the chance of becoming something nasty.

I closed my eyes to allow my body some rest while waiting for the next big crime to hit the airwaves. The radio cackled with calls of confirmation of the statuses of the policemen on duty, which I'd long since learned to tune out.

I think I managed to fall asleep for a little bit before I awakened to the shouts of somebody calling my name.

"…dman—Spiderman!"

My eyes snapped open.

"The assailant is asking for Spiderman," my police radio cackled, "I repeat. The assailant is asking for Spiderman. If anyone knows how to contact him, now would be the time."

I sat up in my bed. I quickly glanced at the clock, saw that it was four and I still had plenty of time before Gwen's dinner party, and began stripping. Soon I had nothing on but my lovely homemade spandex and also homemade biocable. Covering a yawn, I allowed myself a grin. It was time to help the police.

Checking the coordinates to wherever the place was at, I quickly swung to the designated area. It was a high rise building with the entire street seething with police cars. I skipped them and headed straight for the top.

It seemed that the main villain of the show had the same idea.

"Voltage WeeWee?" I asked in slight disgust as I landed on one of the buildings railings. He was waiting for me in all his green and yellow glory, standing at the pinnacle of the place.

What was it exactly with big bad monsters and tall buildings? Did they like the height of the place to match their ego?

Ahh, and now I was trying to make jokes internally as well. That didn't bode well.

I knew exactly why I was doing it though. I didn't have a good feeling about this.

I'd been trying to find Electro by myself for the past few months, but I couldn't find head or tail of him anywhere. And now he was finally revealing himself, but in a way that made it clear that it was on his own terms. In fact, one could even say that he found me.

I didn't have a very high opinion of his intelligence—thank goodness he was nothing like Dr. Connors in that department—but that didn't mean that whatever he was planning wouldn't be painful.

"Spiderman," Electro snarled, but there was a grin on his face that I didn't like one bit, "so nice of you to finally show."

"Can we get anymore cliché here?" I asked blithely, still keeping my distance as my eyes scanned the perimeter of the area. By now all the civilians had evacuated the immediate vicinity, which gave me free reign to do whatever the hell I wanted. "Evil villain, tall building, some big trap for the hero? Have you been watching Care Bears again?"

Electro yelled out some uncreative obscenities again and leaped towards me. I was more than ready.

We tangled a bit more, with him shooting off sparks and me shooting off webs. After a few months of superheroing, I got even better at dodging and fighting back. Unfortunately, it looked like Electro had gotten some training with his attacks too.

He wasn't as hard to fight as The Lizard, who was pretty much indestructible and packed a serious punch, but Electro was still extremely dangerous. Mainly, if I got hit with a huge amount of shock, I was sure I'd go from super-hero to super-vegetable in three seconds flat.

And there were no hydro towers around this time, not that I expected him to fall for the same trick twice. It was, I presume, the reason that he'd picked this place for our battlefield.

Fortunately, there was another structure close by that he'd forgotten or simply failed to take into account.

"What are you, slow as well as dumb?" I called back as I raced on ahead of him, towards the city bridge. "If the only thing you've got going for you is your _sparkling_ fashion sense, then I pity whatever girl you set your sights on."

Electro snarled as he chased after me, shooting off lightning bolts all the way.

Thankfully it didn't take long before we made it to the bridge. I paused for just the slightest of seconds, wondering how to get Electro close enough to the edge so that I could push him off. With a body of water as big as the lake, he'd probably short circuit forever. Or at least, I hoped so.

It was just then that he sent another electricity ball my way, and I had to jump to avoid being fried.

Shooting out a web to the beams, I used them to throw my body up like an Olympic gymnast. For a split second I was simply suspended in the air, with the beeping, colored traffic beneath me flowing past like a rushing river.

And… did I mention how much I loved using the structure of the bridge as my own personal playground?

Landing on top of the top structure of the beam, I began racing across it to the edge like a dancer, avoiding Electro's balls of super charged rays all the while. I fired back globs of webbing with equal ferocity, although like Electro's attacks, none of them hit. It wasn't my purpose to really hit him, anyway.

I just wanted to get him frustrated enough for him to come after me so that he could have better aim. And then when he was close enough, I'd drop him off the bridge.

All that changed when I stepped on an area that stepped back. It let out a creak that was clearly audible even to a normal human.

I paused for a split second, my eyes widening, and that was enough for Electro to hit me. Sorta.

A ball of electricity burst at me feet, making me lose my balance.

"Wooah," I squealed as I tumbled backwards off the beam, headed straight for the pulverising cars below. But then, it wasn't as if I hadn't been in the exact same situation hundreds of times before.

Quickly I sent out a string of biocable to another beam, managing to swing myself to another roost in the nick of time as I always did. I knew I couldn't go back to my first beam. The creaking told me that it wouldn't hold and I didn't want to test that theory.

Unfortunately, it seemed as if Electro realized the same thing.

A nasty grin alighted upon his face, and Electro changed target.

My eyes widened as he turned away from me and towards the beam. Surely not…?

But Electro's suit was charging, and I knew that soon a ball of deadly electricity would emerge.

"Stop!" I cried, rushing towards him. I knew that webbing alone couldn't do it. All that did was stick him in place, and I couldn't afford for him to be in place at the moment.

I reached him just as the burst of electricity fired. The beam crackled ominously, and split down the middle.

The larger section, the section that couldn't be supported by the others, swung down to the traffic below. Nobody had heard, nobody was aware.

How had a meeting with a crazy robber wearing yellow turned into this?

"No!" I yelled, leaping towards the falling beam.

"Oh no you don't," Electro snarled, jumping from his vantage point and slamming into me, using the distraction to get a clean hit. We went crashing towards the ground, just as the beam slipped away from my power forever.

The world seemed as if it'd turned on slow motion. I watched with wide eyes as the end of the beam ploughed into a car that was directly beneath it, stopping the vehicle dead in its tracks and crushing the top. The car folded in, crumpling as easily as the trash I'd thrown away earlier this morning.

Behind the crushed car, the other vehicles were forced to swerve and break to avoid a traffic collision. Beeps and honks filled the air as the bridge clogged up in confusion, stranding everyone on the bridge.

I could only watch with wide eyes, my body unmoving. It was as if the world had turned on mute and I could no longer interact with it.

"Help!" Someone was screaming, "Help, help!"

Somewhere in the distance, sirens were blaring, but I knew that they'd never get here on time. The traffic jam that'd resulted made sure of that. Somewhere in the back of my mind, I couldn't help but reflect upon the irony that once again, my life would be forever changed upon a bridge.

Electro and I went crashing to the ground, hitting the roof of another car with a loud thud of impact. Somebody screamed beneath us, and a second later the doors at the side of the car burst open and everyone streamed out of the vehicles.

My moment of lethargy passed, and strength that I never knew flooded into my veins. Suddenly I twisted, flipping Electro over and pressing him forcefully against the back of the car with my arm on his neck. He struggled, gasping as his air circulation was suddenly cut off from him.

I didn't care.

"Do you know what you've done?" I snarled, eyes burning like cinders. My voice came out in a low growl, a far cry from the high pitched snark that I always displayed. "Do you?!"

Electro seemed to realize that something was different too, because his eyes widened with an emotion that I'd never seen on his face before. Pure, unadultered fear.

"Ha—ack—hackk—" He gasped out, his limbs flailing as he tried to unpin himself.

I suddenly couldn't find it within myself to deal with him anymore.

Grabbing him by the collar, I flung him over the bridge. Electro let out a scream. I didn't care.

I waited a second before going after him.

I snagged the bottom of the bridge with my webbing just before we hit the water, allowing us to both swing down in a gentle arc. Quickly, before Electro could realize that I wasn't letting the both of us plunge to our deaths, I webbed him and threw him into the water. I stayed just long enough to make sure that he could swim and not drown before swinging back to the top of the bridge.

I swung to topside just as most of the chaos was settling and everyone had gotten out of their cars to see what all the commotion was about. There was a crowd of people around the crushed car, standing and gawking at the wreckage.

For a moment I couldn't help but hate people. They were vultures, all of them. Whether it was here or back at school where Flash tormented some poor kid, the crowds thrived on danger and misery.

But there were four or five people surrounding the car trying their best to pull out whoever might be inside. I felt my heart stop when the head of a girl who could be no older than ten emerged. No, surely not…?

But it was.

They finished pulling out the girl, laying her down beside three other prone figures who were obviously her family. They all had severe injuries present across their body. There was a woman who was now missing an arm. And there was a… a person who was missing his entire head.

All my anger, all my righteous fury dissolved right then, and I felt as if I were going to be sick.

It didn't take a genius to figure out what had happened. When the beam had fallen, it'd crushed most of the people inside, turning the man into the headless driver and massively injuring the rest of his family.

I felt my legs go weak, and I staggered forward a step, none of my super strength able to hold up the weight of my guilt.

Paramedics were blaring on scene, running the way over with their over large bags and stretchers because their ambulances couldn't get through the traffic. With them were policemen, who were, or should at least, question me.

I didn't even feel like running. I felt like turning myself in, allowing myself to be revealed and questioned. After all, it was under my watch that the family in the car was now… now…

But I couldn't. It wouldn't be fair to Aunt May or Gwen. And so instead of doing the right thing and allowing the cop to arrest me, I turned around and fled.

I barely held it together as I swung home. I felt numb to the world, as if a part of me couldn't accept what had happened. And yet I knew it was very real. There was no waking up from this nightmare. But then, nothing would change even if this were all a dream.

I'd discovered something ugly about myself that wouldn't change no matter what.

When I arrived back at my home I slipped through the window to my room. All the leftover adrenaline leaving me, I collapsed to my knees. For a moment I just kneeled there, breathing harshly, before I shakily reached for my cell.

I just needed to hear her voice. I know I didn't deserve it, but I had to. I inputted a sequence of numbers that I now knew by heart and waited for the phone to stop beeping.

"Gwen?" I said shakily.

"Peter?" came the confused voice at the other end of the phone, before it sharpened into something far more discerning, "Peter, what's wrong?"

Everything was wrong, but there was nothing that I wanted to talk about. I should have known Gwen would pick up on my frame of mind, but I had needed to hear her voice. "I just… I just don't think I'll be able to make it to dinner tonight, alright?"

There was a moment of silence, and then— "Peter, I'm coming over. Alright Peter?"

I shook my head mutely, my voice just barely above a whisper, "No, please don't."

"No," Gwen said firmly, "I'm coming over and that's that."

And, just like that, she hung up.

I let out a weak laugh as I leaned back against my headboard. I should have never called her. I closed my eyes. I didn't want her to see me like this. But Gwen was stubborn and there was no avoiding her.

And if I were to be completely honest with myself, some part of me did want her here, because I didn't think I could get through this alone. I wasn't that strong.

Inadvertently the warning from all those months ago came to my mind, where Nick Fury had cautioned me that I was not ready. I hadn't believed him then, but I wished beyond all else that I had, now.

Because this was all my fault, wasn't it? There was no denying that. Still, there was a way to fix this. Or at least, prevent anything like this from happening in the future.

Gwen arrived within fifteen minutes.

"Are you alright?" was the first thing out of her mouth as she poked her head in and closed the door, automatically knowing that whatever response I had, it wasn't one that Aunt May should hear.

Mutely I shook my head and turned on the television, because I couldn't vocalize what had happened.

She watched with wide eyes the news report on the happenings at the bridge, and when the whole sorry story was out, she turned back to look at me. I ducked my head, unable to meet her eyes.

Letting out a sigh, Gwen marched over to the TV and shut it off. And then she came over to me, and enveloped me into a hug.

"Peter," she said softly, her voice low and soothing as if she were trying to calm a baby, "Peter it's not your fault. You can't save everyone. It's amazing that you've done as much as you did."

"Gwen," I laughed shakily, "I'm not stupid. I know… I know that I'm not the cause of that family's death. That was Electro. But I—but I—"

I choked, unable to say more.

"Shh, shh," Gwen rubbed gentle circles against my back, soothing bruises that I didn't even know had formed. "You might know it intellectually, but it's different to actually feel it, right?"

I shook my head, although she had partially hit the nail on the head as always. "It's not that Gwen. It's just… I think your dad might have been right about Spiderman after all. I can't fix this, but there is one thing I can do. Spiderman was a masked menace who just… stops the police from doing their work."

I choked up at the last bit, my throat closing. I didn't even know why. I just knew that it was hard to talk.

Gwen's eyes widened. She understood me immediately, like she always did. "Peter, are you saying that—"

"Yeah Gwen," I said in a lifeless sort of voice, "Spiderman's dead. He should have never existed in the first place."

xxx

A/n: Did anyone see the Iron Man 3 trailer? It looks awesome, and it renewed my interest in the Marvel 'verse enough to write this chapter. So if you were waiting on it, thank Shane Black.


	5. In Which Superheros Appear

**Chapter 4: In Which Spiderman Doesn't Quite Leave Me (even though I've left him)**

"_I am Iron Man."_

At that declaration, the attending press lost all their disguise of décor. They burst into a frenzy of questions, to which Tony Stark just gave a faint, helpless smile in return.

I turned off the TV with somewhat of a bitter smile. No matter how much I watched the fateful press conference in which the so dubbed 'Iron Man' had declared his identity to the world, I couldn't seem to get enough of it.

I tried to tell myself that it was just because I wanted to see a real hero at work, but if I were to be completely honest, I knew that it wasn't healthy. I didn't quite know why I kept going back to the video that'd went viral over the past few weeks, but I knew it couldn't have been any reason that was good mentally.

But I wouldn't retract my claim. Iron Man was the real hero. Tony Stark had gone right out and declared who he was. No need to hide for him. Iron Man was someone who owned up to his responsibilities.

Flipping off my bed, I grabbed my bag and headed towards the door. It was past time to start my day. Honestly it was much better this way. I could wear short sleeved shirts and shorts again without fear of covering up bruises or an all too familiar suit, which was a blessing considering that summer had well hit New York.

I arrived downstairs to milk and pancakes, a morning ritual which had started up again ever since I'd quit being Spiderman.

"Peter," Aunt May greeted with a smile as I entered the kitchen and easily seated myself in front of one of the plates. She put down what she was doing to place a quick kiss on my cheek before taking her spot herself. Her eyes flickered to my bag, "You're going out today?"

I couldn't help but respond with a smile.

Aunt May had been another person who was positively affected by my whole superhero jig being brought to an end. I was finally able to make it home more and spend time with her, show up with good grades and glowing recommendations rather than bruises and lies, and although Aunt May would never quite be the same after Uncle Ben's death, she was at least sleeping again.

"I need to get my exam results," I commented as I stuffed a whole pancake into my mouth, drowning it with my glass of milk. There were ten more waiting in my plate.

School had finally come to an end the exams were already taken. Now all that was left was checking to see how much I'd managed to pull my grades up from the abysmal months I'd spent not caring about anything.

I grinned as I gulped down the pancake, and held up my milk like a Champaign glass, "These pancakes are delicious as always. To the best cook in the world."

Aunt May just shook her head in amazement, "I'll never understand where all that goes, Peter."

I just gave a laugh in reply.

Despite my quitting being Spiderman, the strange traits bestowed upon me hadn't ceased to exist. I doubted that they ever would. Cross species genetics were a tricky subject, and one that I couldn't get into without more resources.

I didn't understand why Mr. Connors had reacted so badly with the lizard DNA while I remained fine, or why his was temporary while mine had still yet to run out. But it wasn't something I was willing to touch. As much as I would have liked to 'fix' myself, I didn't dare experiment in fear that I would turn into something like The Lizard.

And so I was stuck with an enormously ridiculous appetite. But there were worse things in life to be afflicted with.

We chatted about some more, lighter things, Aunt May and I. We finished eating and helped each other clean up before she had to go and I decided to leave when she did. I got my skateboard and rolled off to the school building.

Mr. Taylor was waiting with my exam results.

I'd leaned by skateboard against the outside wall so I didn't have to bring it in, because I knew Mr. Taylor was particular about it.

"Ah Peter," he greeted with a smile as I entered homeroom. His eyes flickering to the piles of exam papers on his desk, he began flipping through them for the ones that were presumably mine. "I was hoping you'd drop by. I wanted to personally congratulate you really pulling it together for the last few months of school."

I gave a weak smile in reply. After giving up on my Spiderman related activities, I had found that I had a lot of free time.

Finally he appeared to find the papers that he was looking for, and handed them over to me. I quickly scanned through them, and felt my smile disappear.

Other than a few minor questions with tricky phrasing and details which I didn't bother with, I had gotten everything right and then some. I did as well on my exams as I always did—which meant that I was either first or second in class.

"You've done quite well Peter," he congratulated. "You've managed to pull your grades up to an unprecedented degree."

"But they're still not good enough, are they?" I said grimly. I didn't mean to be ungrateful, but I didn't even want to think about what would happen if I lost that scholarship.

Aunt May wouldn't allow me to get another part time job, saying that my freelance position for the Burgle was enough. I had half a mind to go behind her back and get another job anyway, but I had to admit that a part of me was tired of lying after Spiderman and I wanted to get rid of all the dishonesty in my life now.

Still, there was no way that money from the Burgle would be enough to cover both the bills and any excesses of mine. I was only a freelance photographer, and now that Spiderman was a bust, my main source of income had disappeared. I was earning my livings now solely from the times when the regular photographers caught the bug and I had to be called in, which didn't happen quite as often as I needed them to.

Thankfully I still had some leftover money from the last set of Spiderman photos I'd handed over to the Burgle, but I didn't know how long that'd last.

"No," Mr. Taylor replied with a shake of his head, "I'm afraid that even your exemplary efforts in these past few months weren't quite enough to erase the past semester for most of our teachers. It is a shame, that. But, there is something else that you can do."

Reaching for a pile of papers that were separate from the report cards, he took one and hand it over to me.

Blinking, I scanned the writing, my brows rising as I read through the content. It was an ad for Stark Industries. It was not unlike the one that Gwen had showed me, but this one was far newer, and wasn't looking for intelligent scientists to help develop weapons.

In fact, it wanted proposals for what the new face of Stark Industries should be. It required a detailed report of whatever the innovation may be, and how it could be applied to the world. If the idea was good enough, there was a chance that you could be hired.

It really would solve my problems, since I was pretty sure I could sell this as a learning opportunity to Aunt May. My initial reluctance with internships had to do with Spiderman anyway, and I didn't have that now. Plus, it said that you got paid. Mr. Taylor was really trying to look out for me.

There was only one problem.

"The submission deadline for the job openings passed months ago," I said in slight confusion, handing back the paper.

Mr. Taylor grinned, "I know. I'm sorry I didn't mention this earlier, but I've already taken the liberty of submitting one of your projects for you."

My jaw dropped open.

Mr. Taylor laughed, running a hand through his hair, "I am sorry about that, but at that time you were still in mourning. It was a wild shot to help you out maybe, but recently I got an email confirming that your project has passed the preliminary screening. Congratulations. You have an interview on the 8th."

"May I ask which one it is at least?" I asked weakly. Of all things to happen today, I hadn't expected this.

"It's your science fair project from two years ago."

I winced, "The security mechanism? Don't the patrons of the fair have rights to it now or something?"

Mr. Taylor's lips quirked up in a grin, "I know you Peter. You said then that you didn't have enough time to complete it, right? I know you went home afterwards and finished up your design. I'm sure that Stark Industries will be interested in the actual piece as it was meant to be."

"Why are you doing this?" I asked with an incredulous shake of my head. This was definitely above and beyond what a normal teacher did.

"Look, Stark Industries don't accept their interns based on their grades." Mr. Taylor paused, and grinned sheepishly, "Well, grades certainly do help, but it's not all that matters. After all, Tony Stark himself had abysmal grades during his time of mandatory education. I want you to have as many credentials as possible when you apply to college next year. Even if your grades from this year are less than stellar, no university will ignore you if it says that you've worked for Stark Industries."

I let out a breath, and ducked my head. I was honestly quite speechless. Even I didn't care about my future as much as Mr. Taylor apparently did. It might have been a little creepy if it didn't come off as so incredibly touching.

"And…" Mr. Taylor hesitated, "I also know that you've been having some monetary troubles recently. I would rather you work at a prestigious lab and hopefully help the betterment of mankind than waste your talents grilling burgers at McDonalds."

That brought a chuckle out of me, "I dunno, you know what they say about girls and men in uniform."

"Hm-hmm, but you'd also be sending all these poor Americans to death by obesity."

I cracked a grin at that. It was a lame joke, but Mr. Taylor tried his best.

"So you'll go to the interview then?" Mr. Taylor continued on, and I knew I'd reached the finishing stage. He was making sure that I'd give it a shot.

Letting out a sigh, I nodded. I had no idea why I was so reluctant. By all rights I should have been dancing for joy. It was a great opportunity after all, and not only would I be doing the things I loved, but I'd be doing it for a good cause too. The Stark Industries of now was a company worth working for.

Added to that, it'd neatly solve all my problems, just as Mr. Taylor had said. If I didn't get the job at SI, I'd probably spend my summer doing nothing or inventing things anyway. And of course, there were the grillin' jobs that I'd probably take to help out Aunt May.

Giving Mr. Taylor one last thank you, I slipped out of the classroom and retrieved my skateboard along the way.

It wasn't a moment too soon, because just a minute later my phone started ringing. The suddenness of it almost had me trip as the familiar tune began playing in the otherwise quiet hallways, but I was much slicker with these things than I was a year ago, and I had it opened by the second ring.

"Peter," Gwen's serene voice greeted me, "you doing anything today?"

I felt a smile spread across my lips almost unwittingly.

I honestly didn't know what I did to deserve Gwen.

She was great, as she always was. Looking back on the night where I'd decided that Spiderman could no longer exist, I realized that I wouldn't have known how to react if I were in her place. But, Gwen had managed to take things in stride as if her superhero boyfriend quit the business every day.

Gwen didn't force me to talk. She just assured me that what happened wasn't my fault, and when responded with a nod that wasn't convincing anyone, she didn't force the issue. Instead, she let me know that she would be there when I was ready.

I'd just been terribly relieved then, and it was only later that I realized how impressive a reaction that was. But Gwen was always impressive like that.

"I could be," I said in reply as I threw down my skateboard, "what are you thinking of specifically?"

Still, I couldn't pretend that nothing had changed between us. She was always there, but sometimes I'd catch her with these sad little smiles that made my gut churn and then I'd want to get out as quickly as possible, which was something I'd never felt before. Thankfully it was minuscule enough that it could be ignored most of the time.

"Well," Gwen hummed, "it's nearing lunchtime isn't it? I've been wanting to try this modest restaurant down on fifth and Bay. Little Marney's?"

I grimaced. That sounded like some sort of fancy food place. "The pasta's not going to turn out to be squid again, is it?"

Tinkering laughter was all the reply that I got, "Oh Peter. I did warn you."

"By telling me that it had unexpected flavor, yeah." I shook my head, glancing at one of the clocks displayed proudly in the hallways, "I'll meet you there at 12?"

"On the dot," Gwen replied cheerily, and ended the call.

I got there half an hour ahead of time.

I didn't really mean to, but with my skateboard available it was hard not to. I didn't really mind it though. I knew that these places usually had a wait line and it was better if I could just get that out of the way before Gwen showed up.

As I predicted, it _was_ a fancy food place. I made the reservation for two, getting an incredulous look from the usher as he stared at my washed up jeans and less than stellar looking shirt. He didn't even pretend to be subtle about it. I made a funny face at him when he turned around to receive some instruction from one of the waitresses.

That done, I decided to get out of the restaurant for the moment because the smell of all the food was getting to me. It was making my stomach gurgle in desire and this time I couldn't blame the usher for staring at me. I mentioned the ridiculous increase in metabolism, right?

I seated myself on a bench outside, leaning back to take a deep breath of fresh air. I used the small amount of time to observe the sights around me rather than focus on any one problem, which I knew would take me much more than thirty minutes to solve.

The streets of New York were busy and at first glance, hardly something worth taking a picture of, but I could see the little intricacies between points and there was a certain liveliness here that I knew couldn't be found in any other place. It had me itching to take out my camera.

Before I did however, a sudden motion to the left caught my eye, helped no doubt by my enhanced senses. A woman about twenty years older than my aunt's age tripped against a crack on the sidewalk.

I moved on first instinct. I was off the bench and beside the old lady before I even realized what I was doing.

"Need any help?" I asked as I got her up, and it was only then that I realized I'd just offered to help an old lady across the street.

Like, really?

"Oh would you be a dear?" The white haired woman smiled, dumping all of her groceries into my arms before making off to the stoplights, "My home is down on Beachwood Avenue, but I need to make a stop to the bank first."

I stared after her, momentarily stunned. Had I just been duped by a woman old enough to have Alzheimer's?

Shaking my head, I raced after her, slipping into the bank behind her and quickly calculating how much time it would take for me to walk to Beachwood. Walking at old lady speed, it'd probably be twenty minutes, and who knew how long this bank trip would take. I'd miss lunch with Gwen.

Frowning I looked around, wondering if there was someone else that I could give the groceries to who could help out a senior. There were only business-y people around though, whether at the register or waiting in line, and they all looked like they were doing something important.

I let out a sigh, and wondered if it would be okay for me to just go ahead of the woman and drop her bags off at her address.

Thinking that was maybe the best solution, I turned back to the lady and opened my mouth to suggest it to her, when suddenly, my danger sense went haywire.

I whirled, the grocery bags dropping from my hands as they came up in an automatic defensive posture. What I saw had arms falling back to my side in a sight of stupor.

Eight men slipped into the bank, wearing all black and covered with a ski mask over their faces. They had large, deathly looking rifles at their sides, poised to take out anyone who dared to so much as look their way. I'd just stumbled into a robbery. A honest to goodness bank robbery, with every cliché in the books, I'd imagine. _What_ were the chances?

Someone let out a scream.

"You've got to be kidding me," was the first few words out of my mouth.

"Oh, I'm afraid it's no joke, kid," one of the masked men said with a grin, raising his gun menacingly. He had a high pitched, nasally sort of voice, and I predicted him to be around his forties. "Everybody freeze!"

The scream had attracted attention, the command even more so. As they were prone to do, the people turned to see what the commotion was all about and freaked out. I would have been thankful for the distraction they provided if it weren't for the fact that I practically saw the tic in one of the masked guy's necks and I was pretty sure that someone was going to be shot if it kept going the way that it did.

It worried me that my first instinct was to wait until the bad guys weren't looking before slipping out and slipping into my Spiderman costume. I wasn't Spiderman anymore, and for good reason, but it seemed that my first line of thought was still towards the spandex wearing vigilante.

I tried to calm myself with thoughts that the police would be here soon, and that they would handle it much better than I could. They'd dealt with bank robberies before after all, and they were experienced at ending it with no casualties.

Spiderman would probably, I reflected bitterly, only make things worse. And he wouldn't even realize he was doing it.

So I took the reluctant role of the calm one who got everyone to do as the robbers said. It felt really weird, considering that I was only a teenager really and I probably had CEOs and stuff listening to me.

The robbers got us all up against the wall before dividing up with five of them running to the inner cores of the bank and leaving three of them standing guard over us. The outside had finally seemed to catch a hint of what was going on, and they scrambled to call the police or whoever would be put in charge.

I watched them go like I was watching a movie. This all still felt unreal. My heart was drumming and I was acutely aware of the danger that we were all in, but for whatever reason, I wasn't worried about that. Maybe it was because nobody I loved was in the bank, or maybe it was because I wasn't running on adrenaline, but the most I felt for the crying people beside me was a strong tinge of concern.

I wondered if that made me a bad person.

It seemed however, that not everybody was willing to let this slide. A rather chubby looking man in a blue suit sitting about three persons from me had been glaring at the robbers ever since they'd moved in, which wasn't unusual in itself because there were many people that were angry about the situation. He was different however, in that he was apparently not so much glaring as watching.

As soon as one of the robbers guarding us turned around to yell something at his partners, the man in the blue suit leaped up and forward, aiming a punch at the guy. I realized a second too late what he wanted to do, and I acted too slowly to stop him.

The two went down in a tumble of fists. One of his partners whirled at the sudden sound, raising his gun with a snarl when he realized what had happened.

I let out a curse under my breath, and sprung up from my place within the crowd. I flipped over the heads of the babble of people, which didn't serve to do anything aside from helping me get out of a place where I could potentially accidentally hurt bystanders and also, to draw the second robber's attention. I'd found that unless you specifically trained yourself against it, fancy acrobatics always served to draw the eye for a few precious moments.

I landed in a clear area, and, as I intended, the second robber slashed his gun in my direction, no doubt deeming me to be the greater threat. Well, he wasn't wrong.

I lurched forward, ducking under his forearm and grabbing into the insides of his elbows. He let out a cry of pain just as I chopped his wrist with enough force to make his knees buckle. His gun clattered to the ground and I took that moment to race towards the last partner, not wanting him to become a complication.

He seemed smarter than the last at least. Looking as if he realized he'd never have time to properly aim and fire his gun, he instead decided to use it as some kind of bat, swinging it at my head. I dropped to my knees, using my momentum to continue sliding towards him as I arched my body backwards to avoid being hit. The split second between him switching swings, I used a hand on the floor to quickly change my position and sweep out a low kick at his legs.

He reacted a second too late, and went down like a sack of potatoes.

I looked up in time to see the second robber having taken up his gun again, and with a curse I realized that I'd failed to get the rifle to a secure position. He readied it at me, but this time I had another weapon as well.

Kicking the third robber's rifle to the opposite wall, I slowly rose and made the third robber to rise with me with by twisting his arm and forcing him to obey me with pain. The second robber hesitated as I slowly started towards him with his partner in my grasp.

"I—I'll shoot you know!" He yelled, "Do you really think a guy like me has morals?"

I almost, almost responded with a quip. It was on the tip of my tongue, and it was only the full bodied shiver of the robber I had in my arms that stopped me. It suddenly reminded me of where exactly I was.

"Alright—" I started, only to push my hostage forward and send him stumbling into the second robber. Momentarily confused as to what to do, because this was obviously his first rodeo, the second robber fumbled to catch his partner, and I took that moment to spin beside him and tug him to me.

He began shooting in panic, but I got there in time. I was able to force his gun up and waste his bullets on the ceiling. By that time the third robber had gotten his bearings again, but I was done with number two. Catching his elbow with my left, I snapped his arm back and bludgeoned his head with his rifle. The second robber was out cold before he even hit the floor.

The third robber learned from the second, charging at me with a yell, no doubt intending to take me out before I could take him. I merely waited until the last second, took two swift steps back as he swung at the place where he thought I would be, and waited until he stumbled due to the awkward positioning.

Then I quickly moved forward, centered my weight low, and delivered a swift punch to his gut. He grunted and tumbled over, falling onto the ground, unconscious.

I let out a breath, my adrenaline leaving me as I stared wide eyed at my handiwork beneath me. It was hard to believe that I had done that.

I preferred as Spiderman not going hand-to-hand, using webbing instead because it was much more… elegant?

And wow, could I get anymore girly?

Or maybe it was more like, I still didn't know how well I could control my strength and didn't want to accidentally put anyone in the hospital because I went overboard in physical combat.

It still wasn't a very manly thought but meh, I'd never imagined myself to be the champion of testosterone anyway.

Anyway, while this wasn't the first time I'd taken someone down the brutal way, it was certainly the first in a long long time. My skin prickled at the less than pleasant reminder that my abilities weren't all just faster metabolism and improved balance.

It was just then that another cry of victory filled the room and I turned to see the man in the blue suit win his bout as well. His opponent also fell to the ground, and while the blue suited man was breathing heavily with his brown hair plastered over his sweaty face, he looked triumphant.

The crowd of hostages were just staring at us wide eyed, looking both awed and disbelieving.

I opened my mouth, about to tell them to hurry up and get out before the other five came back, when my danger sense suddenly spiked.

I whirled around, just in time to see one of the remaining five robbers standing at the corner between this area and the inner one. He was in the position to shoot, and by the look on his face, he was serious.

"Watch out!" I yelled, having already traced the path of the bullet with my eye and having determined that it wasn't aimed towards me. I leaped towards the man in the blue suit, knocking him to the ground just as the gun went off.

Someone screamed but I felt no blood, and when I looked up I saw to my relief that the bullet seemed to have indented into the wall, which meant that it hadn't hit anybody.

"You—you—" the man in the blue suit blubbered, and it was only then that I realized I was still on top of him.

"No time," I said with gritted teeth, pushing myself up. The fourth robber was already readying another bullet, calling out to his comrades whom I was sure would be coming any minute now. The situation had definitely gone from bad to worse.

And it was just then that a portion of the roof came crashing in.

Yells rang through the air again as dust and plaster came raining down, but it actually happened a fair distance away from the hostages so thankfully nobody was killed or even hurt by the hailing pieces. When the dust cleared, I realized with dread that all five robbers had arrived, but strangely enough, the man in the blue suit's face brightened.

"Tony," the man in the blue suit breathed, "you ass. You sure took your time getting here."

"Sorry Happy, Pepper was forcing me to review files," the mechanized voice of Iron Man rang out as the legendary suit descended from the hole in the roof. The red and gold helmet turned robotically to survey the scene before it turned to the five petrified bank robbers with his arms raised in his customary stance, repulsers glowing, "Now, which one of you has hurt my favorite driver?"


	6. In Which Life Is Crazy

**Chapter 5: In Which Life is a Rollercoaster**

The robbers surrendered without a fight. And of course they would. They were up against _Iron Man_ after all—a man who had made ripples on an international scale.

The police filed in afterwards to collect the robbers. The medics too, just in case anyone was injured. I just wanted to slip away and detangle myself from the whole mess, but someone had pointed out my 'heroics' and there was no getting away after that.

They'd given me a shock blanket, which I really didn't need, but I took it anyway because I didn't want to come off as too suspicious. It was bad enough that I'd taken out a two bank robbers basically single handily, but I'd somehow managed to know when another one of them was going to shoot at Happy before that happened, too.

I was careful about it when the police came to collect my statement, blaming it on training in mixed martial arts and just good observation. They believed me I think, because any other explanation would have been wacked. I don't think I would have believed my life if I didn't live it.

When the police finished talking with me, Iron Man came over.

_Iron Man._

He had his faceplate down, so he was staring at me with Tony Stark's face, but I think that somehow made it worse.

I couldn't do anything but stare as he held out his hand.

"Hey, I know I have awesomely good looks," Mr. Stark said in an amused tone of voice, "but any more and I might think that you're doing more than just admiring the perfect aesthetics of my face."

I flushed to the roots of my hair, and, beyond embarrassed, I took the hand.

"There now, that wasn't so bad was it?" The hero, legend, genius smiled as he shook my hand once before allowing it to drop, "I promise, you only need to be scared if you have something illegal going on."

I laughed nervously, thinking back to my first trip to Oscorp, my Spiderman stints, and attempts to hack into any and everything in the first days I learned how to program.

Tony's eyes sparkled at my non-reply, "Oh-HO, so you DO have something illegal going on."

"Oh you're the one to talk," I spluttered, caught off guard by the accusation and accidentally allowing the first thing to come to mind to slip across my tongue, "I could lump in with the Sopranos and you'd still show up on the police radar more than I do. For like, causing traffic confusion for leading the ducks across the street in your suit or something, I dunno."

There was a heartbeat of silence.

"Did you just talk back to me?" Tony asked in shock. He shook his head, mumbling under his breath, "The first words he says to me, and they're giving me cheek!"

I froze, my eyes going wide. After half a year as Spiderman making wise cracks, and then not being afraid of the bullies because I knew I could take them… it was so automatic nowadays to give what I got. But to think that I did it to _Tony Stark_.

"Uh no I—" I said in a panic, "I didn't mean—"

"No no no, don't go back into a turtle shell now!" Tony commanded, "That was funny, right there. I like funny."

"It doesn't work like that," I mumbled, still kinda panicked.

"Sure sure it does," Tony said, waving away my sort-of-apology. "Tony Stark, by the way, but I'm sure you knew that. And you? Granted, I'll probably forget your name by evening, but hey maybe not, since you saved my driver and all."

"Uh… I'm Peter," I replied in a dazed sort of voice. Tony didn't talk too quickly to be understood exactly, but there was a sort of aura about him that was overwhelming. "Peter Parker."

"Peter then," Tony grinned, only to pause as his brown eyes narrowed, "Wait, Peter Parker… why does that name sound familiar?"

"Probably because that's the name of one of the applicants for the fresh research associates for Stark Industries' new face," came a short, crispy voice, and a moment later a light haired woman in a no-nonsense pencil skirt came into view.

She stopped before them and arched a brow at Tony, before turning back to me with a warm smile on her face.

"Pepper Potts," she greeted, holding out her hand also which I took with a slight smile. "Thank you for helping Happy."

"It's uh, not a problem really," I mumbled with a small blush, "anyone would have done it."

"Oh I hardly think so," Ms. Potts said with a disdainful glance at Tony. It was just then that Tony, who had been deep in thought ever since Ms. Potts had arrived, seemed to realize something.

"Oh that Parker!" Tony suddenly explained, snapping his fingers before turning to me with a powerful intensity in his eyes, "You're the one with the cool idea for security."

"Yes." I squeaked, because hello, apparently _Tony Stark_ knew my name. And then I coughed, because how fanboy I came off then was so not cool. I tried lowering my voice slightly, "I mean yes."

And cue wince.

Annnd now I sounded like I'd been smoking pot all my life.

"Great," I mumbled. "This is going just like going through puberty all over again."

"Hm, not sure if that's the image I want to inspire," Tony said with some bemusement.

I groaned, curling forwards and burying my face in my hands. All I wanted to do in that moment was shrivel up and die.

Tony's voice was riddled with hidden laughter, "I thought we've established that I'm not that scary?"

"Says the guy with a nuclear arsenal on hand," I grumbled. "And the ability to file a lawsuit against a mosquito."

"Oh I like you," Tony grinned. "You've saved my driver, got some great ideas, and have some semblance of humor. You're hired."

My eyes widened, "Just like that?"

"Just like that," Tony said with a snap of his fingers. "Don't worry, I'm not scary. I don't bite. I just can fire twenty different missiles and take you out in two seconds, whewt whewt."

"Would you please refrain from threatening the person who just saved your driver's life?" Ms. Potts asked dryly.

"Was that threatening? That wasn't threatening, was it Peter?"

My eyes widened, uncertain of when the mechanical genius's unnerving attention had turned back to me.

"Uhh," I responded intelligently.

"See?" Tony grinned, "Peter agrees with me."

"Somehow that didn't sound like a 'yes' to me," Ms. Potts responded with a roll of her eyes.

"No? Oh darling, need I buy you some hearing aids or sign you up for language classes? Because that had to be like a 'yes' in Mandarin, Czech, and Guanamalese. Guanamalese, is that even right? Oh well. Anyway, nice meeting you Peter, hopefully I'll see you in the future and all that."

And, without giving anyone a chance to reply, Tony Stark blew out.

I was left staring.

"He's a little overwhelming," Ms. Potts said with a faint smile on her face.

I just shook my head, "I don't… I feel like he always knows the right thing to say. Gah, I get so tongue tied."

"Well, he does have an amazing ability to defuse the situation, usually by making a fool of himself," Ms. Potts responded dryly. She gave me a small pat on the shoulder, "I'll be seeing you Peter. Take care of yourself."

With one last smile, she turned heel and went to join her boss in his ride back to… to wherever. Somewhere important, probably.

I stayed a little while later with the medics, not having the excuse of being a billionaire with important things to do to leave right away. Finally though, I was allowed to run off, and run off I did.

I got back to the diner in an even worse state than when I'd left it, but I hardly cared for the shocked splutter of the usher at my appearance. I had a reservation, and that was that.

Just as my luck would have it, Gwen wasn't late today. She was sitting at the table that'd been assigned to me, her face turned towards the window.

"Gwen," I said as I walked across the restaurant towards our table.

"Hey, you're pushing the time a bit," Gwen smiled as she turned around, only for her eyes to widen dramatically as she took in my state, "oh my god Peter, what happened to you?"

"It's, um," I sighed as I plopped down on the seat opposite her. How did one explain their first meeting with Tony Stark? "To be completely honest, I don't even know…"

xxxxx

I started on Tuesday.

"This is surreal Peter," Gwen exclaimed as she helped me with my tie. I was dressed in classy slacks and a dress shirt, uncomfortably itchy but formal-ish. I didn't think I needed it but Gwen had insisted that I needed to at least look and not just sound somewhat adult. "You don't just—you don't just _get_ jobs like this."

"Thanks for the vote of confidence," I laughed.

Gwen laughed too, and shook her head, "No, no, that's not what I meant at all. I mean, people don't just stop a robbery and get hired by their bosses. Things don't work that way. But then, people also don't get bitten by genetically altered spiders and become superheroes either, do they? I guess things just work different for you."

I tensed at the word 'superhero', because that wasn't what I was. Spiderman hadn't started out that way, and certainly hadn't ended that way. But that wasn't the point here, and I didn't want to make it one. Instead, I focused on the other things Gwen said and made sure to reply with a crooked smile, "You know me. The poster child for the unique."

"Hm, yes, you are that," Gwen replied as she leaned in on her tip toes and gave me a quick peck on the lips. She pulled back with a smile, gently giving a shove at my shoulder, "Now off you go."

I was hit with a strange sense of vertigo. Somehow, just then, I _knew_ that I could be sent off like this every day. I could see myself with Gwen some thirty years into the future, making this exact same scene.

My breath caught in my throat, because a revelation like this was something really big, and it was with stupid giddiness that I was off to Stark Industries.

Everyone greeted me nicely. I'd expected to be ignored mostly, but apparently today was the day that new people came in, so I actually met with a lot of folks who were equally as overwhelmed as I was. We all clumped together in this little group that if I was forced to admit it, was nice.

When I went back to Aunt May later that night and she asked me how it went, I could honestly say that I didn't have a bad review to give.

The internship, job, whatever, only grew in likeableness as the days passed.

It was a nice experience working at Stark Industries. I didn't mind my work at the Burgle, but they had a tendency to talk down at me as if I were a two year old who couldn't possibly understand their adult affairs. Some of them did it nicely—Betty for instance—but they did it nonetheless.

It was different at SI, working with the scientists. They just _got_ it. Either they only really cared about my ideas, or they understood what it was like to be underestimated because of age. I think that they even sometimes forgot that I was mostly half their ages.

I won't claim to be the best in the labs. Heck, I was probably the furthest from the best. There were a lot of brilliant people employed at Stark Industries, and while I wasn't the type of person to dwell on that, I did realize that it was a privilege working with them.

With my new job, new relationship with Aunt May, and old relationship with Gwen, I could even say that I was content with my life.

Unfortunately, Gwen didn't seem to agree.

She met me in my room on a day that Aunt May was out, a funny expression on her face.

"Peter," she said, "Peter it's been months. I thought you'd come to me eventually but… you're never going to bring it up unless I push it, right?"

My previously good mood from earlier that day went spiralling down my gullet, because I knew exactly what Gwen was talking about.

"Gwen," I said, "Gwen please. Everything's going so well, so please don't—"

"It's because everything's going so well that I've even bringing it up at all. I didn't think you needed more to think about back when you were still trying to catch up on school," Gwen said sadly. She was holding onto an older issue of the New York Times, her fingers going white from clutching it so hard. "But Peter, we can't avoid this topic forever. You know that right?"

"It's just," I closed my eyes, letting out a breath, "why do we have to bring up something that we know is just going to make us feel bad? Shouldn't we move on?"

"But that's the thing! You _haven't_ moved on. Do you think I don't notice you tense up every time I mention Spiderman? I _know_ you Peter, and running away from the problem like this… this isn't like you."

"What would you have me do, Gwen?" I mumbled miserably. Like I predicted, the conversation had gone all heated.

"Talk to me," she pleaded, and I couldn't ignore the tone.

My eyes fluttered closed briefly, because I wasn't ready, but it was true that it'd been months already and Gwen deserved better than this. Slowly, I nodded.

She tossed the rolled up newspaper at me. I caught it reflexively, my eyes automatically going to the headlines.

_**Spiderman: Masked Menace?**_

It was an old issue now, though I admit at the time it had been a shock. In hindsight, I really should have expected it. Spiderman had been the indirect cause of four deaths after all, and newspapers had a field day questioning whether he really was a hero or not, especially after he'd disappeared so suddenly.

It'd been a hot topic of discussion for more than a little while, even after the spandex wearing vigilante hadn't made an appearance in over a month. There'd been more than a few questions about whether the spider had died or simply moved onto better things. Eventually however, the news forgot about him, not needing a figure who had taken himself out of the spotlight.

I was beyond thankful for that. Staring into my own masked face every morning and being reminded forcibly of my transgressions had started to wear on me.

"You can't really say that you agree with this?" Gwen asked, her lips quivering.

"Of course I wasn't working with him, but I might as well have been," I sighed, "Look Gwen, it doesn't matter why it happened. The fact is, four people are dead because of me. Electro wouldn't have killed them if I hadn't been there, but I _was_ there."

"You _do_ agree with it. I knew it." Gwen closed her eyes, looking so sorrow filled that I felt my own heart being squeezed. "Peter it's not your fault."

"You would say that," I smiled sadly, "I want to believe you, I do, but if Spiderman wasn't there…"

"…then all those other crimes wouldn't have been stopped."

"Wouldn't they have?" I questioned. "I'm not—I wasn't some sort of hero. I'm not Batman who wants to save his city, or Superman who just wants to help. To be honest, I can't even recall why Spiderman existed."

That caused some pause. Gwen pulled back, a confused expression on her face. "Peter what…?"

"I was nothing more than a vigilante," I said bitterly, "I wasn't saving people. All of that—all of that—was just for my own satisfaction. I let the fact that I kept criminals off the streets get to my head, but it was all a game to me."

Something akin to sorrow entered hazel eyes, "Oh Peter you know that's not true! You risked your life to stop Dr. Connors!"

"Because he was my fault," I said as I closed my eyes, "no one else could have stopped Dr. Connors, except for another superhuman. He was entirely my fault, so it was only fair that I cleaned it up. But the rest of it? The burglers, robbers, vandals were all normal, and I'm not. Wasn't I just being an arrogant bully in using my powers like that? Flash was better than me."

"But you were helping people."

I shook my head. "But the police could have taken care of it. They couldn't however, take care of something like Electro. In the end, Electro was on that bridge because of me. He messed up that beam because of me. He didn't kill the family because he wanted to Gwen. He did it to distract me. If it weren't for me, they wouldn't have…" I trailed off, lips twisting bitterly.

"Then he might have killed someone else in the future," Gwen said firmly.

"Maybe, maybe not," I shrugged, "but in the end, it wasn't my call to make."

"Isn't that just shifting responsibility?"

"Maybe," I conceded. "But I… I can see now what your dad meant. Spiderman isn't under any law. He's not obliged to pay for the consequences, as good as his intentions are. He'll—he'll never face justice from the friends and family of the people that died that day."

"Spiderman is also able to move more freely because of those very same facts," Gwen said stubbornly. "He's able to get into places that the police can't, and get there faster. He's able to take out criminals that the police can't. He's able to inspire a heroism in people that the police can't, or do you think that the father of the little boy you rescued would have been so helpful during the incident with Dr. Connors if he hadn't met you?"

"All of those are good things, but are they enough to make up for the bad?" I asked wearily, "And why are you arguing for this anyway? I thought you didn't want me to be Spiderman."

"I don't," Gwen confirmed, which confused the heck out of me. She sighed at my expression, "Oh Peter, there's nothing in the world I want more than for you to stop risking yourself, but more than that, I want you to be _happy_."

Was this what it was about? My throat closed.

"Gwen… Gwen, I _am_ happy." I crossed the room in two quick strides, stopping by her side and grabbing hold of her arms, "Listen, I have a wonderful family, a fantastic job, and the greatest girlfriend in the world. Why wouldn't I be happy?"

"Because," Gwen's hand moved up my chest, stopping just at the edge of my cheek. Her eyes were unbelievably sad, "Because Peter, sometimes when you think I'm not looking, I can catch you glancing distractedly to the alleyways. Because I know that you still go to sleep listening to the police radio every night. Because even though you still give me your gentle smiles, your comfortable smiles, your joyful smiles, I never see the exhilarated smile anymore."

I swallowed, taking a step back and lowering my gaze. I couldn't argue with her, because I knew that everything she said was true. But it wasn't because I was no longer Spiderman. It couldn't be. It was because—because—

And wasn't that the problem? I couldn't explain it because I didn't know why.

"Look, I'm thinking of readjusting my webbing formula for a medical formula." I looked up, willing for her to just _see_. "This is so good Gwen. I can help people, really help people like this. And I don't have to put on a mask that would make New York a target to do it."

Why couldn't she understand? It seemed all so simple to me.

Gwen frowned, a flicker of something crossing her eyes, "I get that Pete. I think it's great. But are you sure it's what you want? Crime rates have gone up again…"

A flash of realization hit me. Guilt. Shock. "This is what it's about isn't it? It's more dangerous for the police? I… I know, and I do feel guilty about that, but they're good at their jobs. Heck, Police Chief Stacy did fine all those years until I inserted myself into the picture!"

Gwen's eyes widened in shock, "What—? No, how could you think—" Hurt was settling in now, and I knew I had made a mistake. "Peter how could you?! How can you bring my father into this?!"

Regret. I didn't know why I—with everything that'd been happening recently, I'd just been messing up everywhere. "No Gwen, you know that's not what I—"

"Enough," Gwen said brokenly, already turning away. I caught the glimmer of tears in her eyes, and felt my gut wrench with the knowledge that I was the one who had done that to her. She was strong, but didn't I of all people know what it was like to deal with the loss of someone? "That's enough Peter. I just can't talk about this right now."

When she walked away, hugging herself, I couldn't stop her.


	7. In Which Sleep Deprivation Is Good

**Chapter 6: In Which Sleep Deprivation Is A Good Thing**

I couldn't sleep after that.

The fight with Gwen brought up the horrible, nasty thoughts about myself that'd plagued me since the first night after the bridge incident. They were never gone, completely, but they'd never been so close to the surface since then.

It was tiring, and yet I couldn't fall into the blissful arms of unconsciousness.

Finally, I decided to not even try.

I waited until I was sure that Aunt May was sound asleep before slipping out my bedroom window. It wasn't something that I'd done in a long time, but then, I'd never needed to.

I took a bus to Stark Industries. The driver gave me a funny look, as if he couldn't imagine what a teenager would be doing out so late all by himself. I didn't really care and just secluded myself in the back seats until we arrived.

All the personnel were allowed access 24/7, which was supremely nice not only because it allowed people to come back and get something which they forgot during the day (something that was embarrassingly common among scientists) but also because it allowed the ones hit with a sudden plague of insomnia to go up and work.

It might have been worrisome for the rationale of espionage if not for the fact that Stark Industries had one of the best security systems in the world. The double ID and face recognition system that I had to pass every time that I came here made sure that not just anybody could get in.

I made my way to the upper levels, where I worked with the others on developing new ideas. There wasn't a single person in sight.

I smiled lightly as I flicked on the lights, taking it to mean that I was the only one who couldn't sleep. After lightning up the area like a Christmas tree, I quickly made myself comfortable in my space and began working.

Work at least, did take my mind off the less than pleasant thoughts. I had no doubt that I deserved them, but I'd never been a masochist, and I'd much rather avoid dealing with pain if I could help it.

I was so absorbed in my work that I didn't even notice the footsteps growing steadily closer until the owner himself made himself known.

"These don't look like improvements to your design. Parker, right?"

I looked up from the network of diagrams I was drawing, startled that someone else was here. When I saw who it was, I blanched. I realized, maybe, that coming to Stark Industries at two in the morning to work might not be allowed after all. "Oh—oh sorry! It's after work hours so I thought—but I could leave and I promise never to do this again."

Tony Stark was standing before me, picking through the materials on my desk. He glanced up at me at my reply, his lips quirking into a grin, "No don't. Is this a pet project then? A late night's brain child?"

For a moment I wasn't sure how to reply. I was actually too exhausted to really fanboy over the Stark CEO this time, though I still was very much aware how much of an honor it was to talk science with him.

Still, I couldn't very well tell him the truth of the situation could I? How did one explain a fight with their girlfriend resulting in the failure to sleep without sounding like a complete creeper unless all the details were explained too? Finally, I decided to just take the out that Tony had already given me.

"Well, something like that," I mumbled.

"What is it?" Tony asks curiously, scanning the computer screens. They had rows upon rows of different molecular combinations for the thing I wanted to test out.

I followed his gaze, my lips quirking at the question. I wondered if he'd react as well as Gwen had. "It's for stitching wounds. I'm trying to synthesize a substance that'll be strong enough to knit internal organs together and thin enough to be non-invasive so that any subject could live with it for the rest of their life. Should the situation require it, it'll also dissolve on command."

Tony whistled, "That's a pretty tall order for a… which college are you from again?"

"I'm in highschool," I said wryly, not really surprised that the Stark CEO hadn't exactly remembered that piece of information from my application. Still, I couldn't deny that a big part of me breathed out in relief that he apparently liked the idea. I hadn't even realized how much I'd been wanting it.

Tony waved a hand, grinning, "Schematics. So it's this that's keeping you awake tonight?"

I hesitated. "Sort of."

"Care to talk about it?" The billionaire asked, casually seating himself on one of the tables I was working on.

My lips thinned, and I look away. No, I didn't really care to talk about it. What could I say short of confessing that I was Spiderman which would have me dragged off and jailed in three seconds flat? Still, the question was sincere, and while I couldn't really tell Tony anything, it would be nice to talk to somebody, just once.

It should have been Gwen. It'd always been Gwen. But Gwen and I were on the outs now and it was all my fault, just like it always was.

"I just…" I start, only to break off as I realized I didn't know quite what to say. I'd always been awkward, and it was only being so much more highlighted now that I was talking to the ever suave Tony Stark, "Do you ever feel like you're messing everything up?"

"All the time," Tony replied wryly.

I shook my head. I very much doubted that whatever messes Tony Stark had gotten himself into had resulted in the destruction of lives like mine did. My eyes turned a little glassy at the thought.

"A little over half a year ago I…" I didn't even know why I was talking about this, except that maybe a talk was long overdue, and so why not have it with Tony Stark, a man whom I was sure I'd never talk to again? "There was this convenience store, and the clerk was a jerk. The guy in line after me turned out to be a delinquent, and stole some money from the cash register. I didn't help the clerk. Later, I heard that my uncle had been shot and killed while trying to stop this bad guy from getting away. Guess who the bad guy turned out to be?"

I laughed, short and bitter, remembering my shock and confusion seeing that picture in the police officer's hands. I wondered if I hadn't seen that, would I have known what wrong I'd done? Would I have continued helping out petty thieves if only they validated my sense of pride?

"I always wonder," I continued softly, "that if I'd acted differently, maybe he'd be…"

I choked, swallowed, and looked away. It turned out that I couldn't get through this after all.

"Well," Tony began hesitantly, and a moment later I felt a hand pat awkwardly at my shoulder. "Well, at least you get to work here now."

I couldn't help it. I laughed.

I looked back at him with a faint grin on my face, "You're terrible at this comforting stuff."

"Do you want to be comforted?" Tony asked seriously.

"No. Not really."

I don't even know why I even brought it up. What did I expect the man to say in response anyway? It was really quite stupid. Still, he'd asked, and since he was so unconnected from this whole thing, it hadn't felt as if answering were pure agony.

Tony nodded as if he understood. I don't know how, but I think he did. And then he pushed himself off my table, "But in all seriousness, you do know that it's not your fault, right?"

"Isn't it?" I asked wryly. Normally there'd be some pretence that I knew that, if not only for the sole purpose that the person asking would stop bugging me and continue on with their business. But this was Tony Stark, billionaire extraordinaire and international hero, and he had better things to do than bug a teenager about their coping mechanisms. So, there was no need to be less than honest about this, at least.

"It's not," Tony said with a shake of his head. "No listen—look, I'm not too great with this emotional crap, heck you just have to look at my records to see that, but I _know_ that this isn't your fault. Anyone would have been a little angry at the time with the clerk, and it was just really, really bad luck."

"If you say so," I shrugged. I'd heard those same arguments before, from the policemen, from the therapists. Heck, even from the teachers. But nobody really understood. I seriously didn't want to be an angsty teen here, but it honestly couldn't be argued that I couldn't have prevented Uncle Ben's death.

"Hey, hey, don't do that," Tony said with a sudden frown, interrupting my thought process, "You're closing yourself off, aren't you? Look if you don't agree with me don't be afraid to say so. What am I going to do? Tattle to your parents?"

I flushed, remembering once again, that this was Tony Stark. I didn't mean to be dismissive, really, but it was just my first mode of operation. It was practically ingrained in me to shrug off any words of wisdom from anyone but Gwen and now, the last voicemail which was still buried in my cellphone.

"I didn't mean—I just—"

"I get it, I get it," Tony waved a hand dismissively, "mommy taught you not to talk to strangers. Just ah, talk to someone, alright? Maybe your parents or something?"

I just hummed in reply, not really wanting to get into that.

Unfortunately, Tony was more than a little good at picking up the subtly of body language, it seemed. "Ah, bad relationship?"

"Dead."

"Oh," Tony winced. "Foot in the mouth again, huh?"

"This whole conversation kinda feels like that, yeah," I agreed. I looked down, because I think that even I had gone through enough emotional kicks for the night, "Is it okay to… you know, drop it?"

"More than okay," Tony said with a sigh of relief.

My lips quirked, because I got the distinct feeling that the Stark heir had maybe more trouble with the talk than I did.

"Thanks for trying, really," I said sincerely, because although the CEO was uncomfortable, at least he was honest about it. "I really am sorry for dumping all this stuff on you. You must think that I'm a total whack-case now, don't you?"

"Nah, just a little bit of one. And that's me, the human dumpster."

The conversation turned to lighter things after that. We talked about everything ranging from the latest discoveries by NASA to the Yankees, and before I knew it the sun had risen and I knew I needed to get home.

"Aunt May's going to wonder where I am," I explained as I began shutting down all my stuff.

"So you're going then?"

Was it just me or did Tony look disappointed? Nah, it had to be just me.

"Yeah," I replied, "I… didn't exactly tell her I'd be going out, so I'd prefer to get back before she gets up."

Tony hummed. And then, suddenly— "Michi's. Tuesday at twelve. Fifth and Fredrick street. Think you can make it?"

I blinked at him, uncomprehending. "What?"

"Lunch," he said, waving a hand impatiently. "You're free, right? I know for a fact that my employees have their lunch hour then, because it's when _I_ eat."

"Yes but… why?" Something I'd learned about Tony Stark in the past few hours was that he often didn't have a reason for the things that he did. At least, not a reason that anyone outside of him could comprehend. Still, you couldn't just agree to something like this and _not_ ask.

"To eat?" Tony smirked. "No seriously, to talk some more."

I hesitated. The offer seemed sincere enough, but the moment that my mind immediately flashed to was how this whole conversation got started in the first place. Sure I had fun talking with Tony, but only now was I realizing that he probably hadn't had the same grand time that I did.

I mean he was a billionaire. Surely he had plenty of other interesting people to spend his time with? But he'd stayed with me the whole night, and I had an idea as to why.

I didn't want it to be some extension of pity because I'd spilled my guts to the guy.

Tony seemed to catch on to the direction of my thoughts, because he grinned. "Look I promise, no emotional heart-to-hearts. I think I've fulfilled my quota for the month anyway. I want to hear about your tensile string technology, good? Good. See you Tuesday."

Before Tuesday came Gwen.

"Hey," was her greeting as I opened the door to her wary face on Saturday morning.

"Gwen," I said with a shaky breath as I steeled myself to give an apology. Unfortunately actual sentences that described actual feelings had never been my strong point, and all that came out was a word vomit. "I'm so sorry about the other night I didn't mean it. I was just mad at you though I really shouldn't have been because you were just looking out for me. It's just that I really don't think Spiderman can help the world and I—"

"Peter, Peter," Gwen breathed, and then she leaned forward and kissed me.

That stopped my babbling. It wasn't a long kiss, but it was enough. It said that everything would be fine.

When we pulled back, I knew that she had forgiven me.

"Peter," Gwen said as she leaned her forehead against mine and closed her eyes, "I get it. I know. I'm sorry for leaving like that too, it was just..."

"I shouldn't have mentioned your dad," I agreed. I had to be the worst idiot in the world to do that. What good points did I have to deserve a girlfriend like this?

As if she'd heard my thoughts, Gwen let out a laugh. She pulled back, her eyes twinkling. Though there was still a trace of sadness present on her face, her teasing tone indicated that she was ready to move on. "I am just the kindest person in the world. And no, you shouldn't have mentioned my dad. Take me to dinner to make up for it? Now that you're a big hot shot for Stark Industries, you can afford it, right?"

"Couldn't think of a better way to spend my money," I grinned in relief, and took her arm.

We didn't mention Spiderman again. I felt a little guilty about that, because it felt as if for the first time, there was something frayed between me and Gwen, but our connection still rang clear and that was all that was needed. If I were completely honest I knew it was just because I was too afraid to discuss it again.

And then Tuesday rolled around and the meeting was as easy going as Tony promised. I was feeling good after making up with Gwen and the strange night spent at SI totally completely whatever dignity I might have had for the CEO, so I was much more relaxed around him than I'd been the first time I saw him. In the end he'd even invited me to another lunch for the next week on Thursday, and it went equally as well.

So was the one on Monday, and the one after that, and the one after that.

I had no idea how the CEO still managed to find things that needed talking about at the end of every conversation, but he did, and I let him. The little meetings became something I really looked forward to, because not only did I always get to eat whatever I wanted, but they were also supremely enjoyable.

I could instantly see what people meant by the Stark Charm, and I wasn't some hippie who'd resist it just for the sake of resisting it.

I had to admit myself a little envious of the way that he was so easily able to direct the conversation, making me relax and joke with him before I even realized it. Still, it was hard to get mad at Tony for that. Like I said, talking with him was really fun.

Before I knew it I even had Tony randomly visiting my work station and dragging me off to visit some new project he was due to oversee or simply dropping by to discuss some new idea he had. Sometimes these ideas consisted of whether a cheeseburger would taste better with mayonnaise or hot sauce.

"And you obviously can't have both," Tony explained patiently, "those two flavors just don't mix. It'd be like some donor clinic putting Jack Black's sperm in Beyonce's uterus. You just don't want to see that baby happen."

"That's mildly offensive," I said with a raised brow.

"Only mildly?" Tony grinned, "I'm losing my touch."

"How are you doing that?" One of my co workers asked in awe after Tony left. "I mean it's already an honor and all to be working for Mr. Stark, but how are you getting him to talk to you?"

It was only really then that I realized how unusual this all was. Heck, a few months ago I'd have been squealing over the chance of even seeing THE Tony Stark. But after that one night and the subsequent meetings, Tony Stark was… well, not normal exactly, but he wasn't quite so scary any more.

I was still in terrible awe of him, but for different reasons now. He was still so frighteningly brilliant sometimes that I could only stare in wonder at his thought process, but he was also kind and joking and it was easy to fall into his rhythm.

"I'm not sure if it's me," I mused. It really was more just like Tony had randomly chosen somebody to annoy and that just happened to fall upon the kid who stayed up the one night.

It even apparently got to the part where his secretary felt the need to see me.

I was working out the kinks of a project I was helping one of my fellow co workers on when the sharp click click of heels captured my attention and I looked up despite myself. Pepper Potts was strolling down the aisle, a clipboard in hand and her face expressionless.

She stopped right before my desk.

"Peter. Peter Parker, right?" The woman asked briskly.

I swallowed and quickly straightened, discretely checking my shirt to make sure that I hadn't spilled any chemicals on it.

I saw something of a hint of a smile on the businesswoman's face, and I knew that she'd caught me.

"Yes, Ms. Potts?" I asked hesitantly.

The hint of a smile turned into a real one, though it was soft in tone. "Pepper is fine. Though my, aren't you a polite one. Not the type of company Tony usually keeps."

"Ouch, well doesn't that just blow a hole size large in my heart. Well, I guess at least it doesn't glow blue like radioactive mould."

…and what did I just say?!

I slapped my hands over my mouth, my eyes widening. I had no idea why I was so loose. Maybe it was because I'd associated her with Tony, who never really cared, but honestly these comments weren't for company. Aunt May would skin him alive if she ever found out he'd talked this way.

"Oh," she grinned. "Oh yes. I can see why he likes you."

"Sorry ma'am," I said abashedly.

"Don't be." She tapped a finger against my counter, humming thoughtfully, "Tony's been skipping his own work. I've been wondering where he's been escaping to, but now I think I see. Next time he comes around, be a dear and tell him that he's due for his next board meeting, will you?"

I nodded dumbly. I didn't think I could convince Tony of anything, but I could definitely tell him. Yeah, I could do that.

Pepper smiled at me, and with a charming 'thank you', she turned on her heel and strode out of the research lab. I could only stare after her.

I had to say, if I hadn't already stumbled across Gwen that one windy day, I might have fallen for the woman right then and there.

But I had met Gwen, and I would give it all to have made sure that I was there on that day.

"And that," I said to her over dinner, "concludes my crazy week."

Gwen gave me a long look, and finally, she let out a breath, "I take back what I said all those months ago Peter. You do look happy."

"Gwen…"

She shook her head, "It's different I think—I'm not sure if you'll ever get that same satisfaction back, but maybe you don't need to. You've seemed lighter these past few months than you ever have since I met you, and…"

Now it was my turn to silence her with a kiss.

"Gwen," I smiled, parroting her words back to her, "I get it. I know. I love that you always look out for me like this, and honestly? If I'm any happier, it's _because_ I met you."

Gwen let out a laugh. It sounded like bells.

"Since when did you turn out to be such a charmer, Mr. Parker?" She asked teasingly.

"Since when I had to do something to even hope to catch the attention of the girl of my dreams," I grinned right back.

I still had problems, but those seemed so inconsequential in comparison to all the good I had now in my life. Gwen, Aunt May, a fun job, a caring teacher, and even my boss.

But everything changes. I found that out when I was invited by Tony to develop a gadget for the Stark Expo and came across something called the Tesseract.

xxxx

A/n: And now all of the inspiration from the Iron Man 3 trailer is gone and you'll have to wait until April 24 for me to potentially get motivated to write this again. Or, you know, say crazy stuff in your reviews.


	8. In Which I Find Something I Shouldnt

**Chapter 7: In Which I Find Something That I Shouldn't**

"You want me to what?" I spluttered, unsure if I'd heard right or I'd just imagined the whole thing. Because _hello_, the actual offer would just be a little bit like a dream come true.

"Make something for the Stark Expo," Tony said blithely, waving a hand dismissively as if he hadn't just offered me the job of the century. "You know, you, my equipment, new things, bright future."

"But I'm just a highschool kid," I protested weakly. I usually never balked at the thought of working with people who were higher in age count than I was, but the Stark Expo was daunting even for me."Shouldn't you, you know, have guys with like three Ph.D's working on that?"

"Yes, and they also have no life," Tony said with a roll of his eyes. "I mean have you seen Criminal Minds? Worst job in history. It'd be like, my life, except without the invention and the awesome sex and only about board meetings. Eck."

He shuddered dramatically.

"I think you need to stop comparing life to TV shows," I sighed.

"Peter!" Tony gasped, slapping a hand over his chest as if hurt. "I thought you understood me!" And then, he shook his head, "But seriously, you're like young, bright, and the perfect image for the Stark Expo. Our future and all that."

I was sceptical, but I acquiesced. It wasn't like I didn't have the time.

I wasn't exactly nervous about whether whatever I made would compare with the other tech presented. I mean, even though I didn't flaunt it, I was aware that I was pretty smart. Still, I didn't kid myself about being up to the standard of Tony Stark and the brilliant scientists he likely entertained on a regular basis.

When I informed Gwen, she was ecstatic.

"Oh Peter," she grinned, "this is a great opportunity! You'll get to meet all sorts of people and they'll meet you too! You'll get to have your name out there so early!"

"It won't be much help if it's a bad name," I grimaced, lips twitching into a frown. I looked away, "What if I mess it up?"

Gwen's smile slowly fell away, a thoughtful expression replacing it, "Okay you know what? Despite what I said about you being introduced to people, I never expected it to happen to you because you're not like that. Peter, I've never heard you so concerned over other people's opinions before."

I still wasn't, not really. If I looked ten, twenty years into the future, I still couldn't see the swarm of politicians that a scientist might need to get their project off the ground. I never even imagined myself socializing. But it wasn't about that.

"Well." I grinned weakly in reply, "It's just—I guess, I don't want to mess it up for Tony you know? I know he's the type not to care and all but I can't help but feel like he's taking a chance on me. I don't want to disappoint too badly."

Gwen let out a breath, and suddenly the smile was back on her face. She looked like she did whenever we came across a particularly hard physics problem and she solved it ahead of me. Her face lit up with pleased understanding.

"You Peter Parker," she said, leaning forward and placing a light kiss on my cheek, "will do just fine. Whatever you make, it won't disappoint at all. Trust me."

I wasn't sure I could really reconcile that, but I did trust her. I also knew that she was the sweetest person on earth and more than prone to see the best side of people. She gave everyone far too much credit, but it was yet another thing I loved about her.

"Alright, if you say so," I complied, before shaking my head with a tired grin, "but do you have any ideas on what my project should be on?"

We spent the next few hours brainstorming. At the end of the day I bid her goodbye with a few good ideas on hand and I thought I had enough to tweak something into a workable project.

The next few days were busy. On top of regular work I now had an extra project that I had to complete within four months. Even Aunt May noticed.

We were having dinner when she brought it up. I was stuffing my face as per usual, partially due to my higher metabolism and partially due to the fact that I barely had time for full meals these days. Between work, Gwen, and Tony dragging me off to random outings whenever he didn't feel like going to a board meeting, my free time was suffering.

"Peter," Aunt May frowned, "is everything okay?"

It got me to glance up from my food, because the question had seemed to come out of nowhere, "Hmm? Yeah, things are great."

Aunt May only smiled sadly in reply, "It's just that you've been missing dinners more often than not as of late. I hope that Mr. Stark is not working you too hard?"

That got my attention off food entirely. I looked up fully, guilt instantly striking my expression. I hadn't really thought about it, but now that I was, I realized that Aunt May was right. Because a proper meal usually required so much time, and it was time that I didn't have, I'd taken to munching on food whist working. It was allowing me to make my deadlines, but I had seen less of Aunt May.

I silently cursed myself, "Sorry. I'll try to make it for dinner more often."

But Aunt May only shook her head, "Oh no Peter, it's not about that. I mean, I would like it if you did eat with me more but… but I do understand that a man needs his time. I just wish that you'd tell me what you were working on. You're so quiet about it."

"Ummm." I shifted, wishing I knew what to say. Truth was, I didn't talk to Aunt May about what I was doing because I knew she wouldn't understand it. She'd try of course, and I loved her for it, but I knew that her interests had never been in advanced mechatronics. "Well work hasn't really changed, it's just that I've taken on an extra assignment that's taking up a lot of time. Tony's thinking of bringing back the Stark Expo, and he wants me to make an exhibit for it."

"The Stark Expo?" Aunt May gasped, "Oh, I remember going to that. Peter, this is an honor."

"You went to the Stark Expo?" I asked in surprise.

"Well yes," Aunt May smiled, "they weren't held often so it was a real treat and so everyone dropped by when they were able. I believe I was just a little girl then. It was what? Nearly thirty years ago?"

"Wow," I laughed, sitting back in my chair with a shake of my head, "here I was getting all worried but it turns out that I had an expert in the house all along."

"Oh Peter you flatter me," Aunt May laughed. "No, the real expert was your father. It was during one of the Expos that Captain America was chosen, did you know? And your father was a huge fan. Add in that and the technology… well, it was your father's dream to submit something for the next Expo. He'd be ecstatic to see you in it."

And quite suddenly, I had a hard time swallowing.

"I…"

Some part of me really wished that Aunt May wouldn't bring up things like this without warning. It felt like a punch in the gut back when my biology hadn't changed. Like blinding pain and having the breath knocked out of me all at once.

The larger, more conscience part of me was glad for unguarded moments like these, when I could learn something more about my father and whether what I'd done would make him proud.

I coughed, ducking my head. Suddenly all the ideas that Gwen and I thought up seemed like they were the farthest things from good enough.

"Oh Peter," Aunt May's voice softened, and she shifted forward with a concerned look in her eyes, "I didn't mean to upset you. I'm sorry."

"No, that's not it," I said, shaking my head. The lump in my throat wouldn't quite go away yet however. "I'm not upset, I just—I'm glad. I'm really glad. I just wish that Dad were here to actually submit his thing too."

"Yes," Aunt May agreed, a sad gleam in her eyes, "you two could have worked on it together."

Dinner concluded on a melancholy turn that night. I stayed longer than I normally would have, partially because I'd been reminded about not neglecting Aunt May, and partially because I really couldn't drag myself back upstairs to work on any of the ideas that I'd thought to use previously. Thoughts of my dad wouldn't leave my mind.

When I finally did retire to my room, it was all I could do to flop into my bed and stare up at my ceiling. Before, I'd held nervous excitement about the Stark Expo, but now it'd all changed. It was no longer about making something that was good enough not to embarrass Tony. It was about making something that my dad would be proud of. How could I still be laissez faire about this after that revelation?

I flipped off my bed, pulling up my chair and starting up my computer. Quickly I began to search for all videos pertaining to past Stark Expos. There were many.

I watched through them all, trying to see what my father saw. I saw all the inventions and innovations presented, some feasible and some no less than science fiction, and yet the presenters were still able to make it work. They were brilliant, all of them.

And I knew that my dad would have been on their level.

I sat back, letting out a breath. It was becoming more and more evident that none of the things that Gwen and I thought up of could even compare. More than that, they wouldn't be able to compare to whatever idea my dad had for the Stark Expo. How could I make a presentation knowing that?

It was unfair that Richard Parker wouldn't be able to present at the first Stark Expo since Howard Stark's death. It'd been my father's dream, and I had no doubt that he would have given it his all. Instead it was me here, who was only in it because my boss was going to be unmanageable if I refused. I didn't have an inferiority complex but even I saw the difference between us.

It really should have been my dad here. Should be his project going up for review and not something an idiot highschooler could think of.

I paused.

I played that thought over in my head again.

His project, rather than mine.

It was a brilliant idea.

Connecting the past to the present. Or whatever, I don't know. It was what Stark Expo was all about wasn't it?

My eyes gleamed as I straightened, and a boyish grin spread across my face.

My dad had to have had something for the Stark Expo didn't he? It was his dream. It was impossible that he didn't have daydreams about the projects that he would build for it. And any self respecting scientist would write down their ideas if they had a particularly good one.

All I had to do was find where my dad stored such ideas and see if indeed he'd written down something for the Stark Expo that he never got around to. I would complete it for him. I knew that it wouldn't be the same, but having some of his dream realized would be better than nothing at all, right?

The only snag was that I wasn't really a hacker, and I didn't really know where to start to find the information I required. Thankfully, I knew someone who did.

The next day found me in the foyer of the Stark Building, loitering aimlessly in the parlour as I waited for the CEO. I'd sent him a text message previously and he'd replied that he'd meet me, but now that the previous night's excitement was wearing off I found myself nervous.

"Peter," Tony greeted easily when he came into the lobby, "what's the emergency? Is it a hot girl? I hope it's a hot girl. I've got just the advice for you."

At any other time I would have pulled a face and reminded Tony that I had a girlfriend, as well as the fact that his advice was really quite terrible, but that wasn't on the forefront of my mind today.

"Hey," I greeted back with a wobbly smile, before pausing and picking at the edge of my shirt, "And it's not an emergency. I was just wondering if you could do me a favor."

"What?" Tony raised a brow, "No 'how do you do's', no 'I love you for letting me see your tower', no flak about me being a lazy idiot and being here when I'm supposed to be—well, I'm not sure where I'm supposed to be exactly. But it doesn't sound like you came as Pepper's mini adopted spawn today so I guess I don't need to worry."

"I knew you'd distract me," I said, kneading my forehead, "so I thought I'd be direct."

"Oh, well, in that case," Tony crossed his arms. "Be as direct as can be. I can handle it. Shoot."

I took a breath, stared at Tony's teasing face, and faltered. I'd never once asked Tony for a favor, and I wondered if I'd be overstepping my bounds to do this.

In the end I just steeled myself and went with it. "I was wondering—if you could maybe look into my dad's old work files. See what ideas he'd been entertaining but never had enough time to complete, that sort of thing."

Tony's eyes widened.

"I—I know it's a lot to ask," I stuttered, ducking my head and running a hand through my hair, "and I would understand if you said no. Because I'm basically asking you to hack into Oscorp probably 'cause my dad worked there and that's illegal. Or I don't know, because since my dad's dead it shouldn't be illegal right? But it's not exactly legal either and I know that Oscorp is kinda Stark Industry's rival and if it got out to the media then everyone would accuse you of corporate espionage which you'd never do, plus why should you even do this in the first place? It's not like I can actually ask this kind of favor out of you but I'm prepared to do anything and if you ask I can—"

"Peter, Peter, stop." Tony held up a hand, interrupting me mid-tirade, and I immediately quieted.

I flushed, a little embarrassed about blabbering on like that. It wasn't really me, but nothing of this asking Tony for help thing was really me and maybe that's what brought me off balance.

"I'd be happy to help you out," Tony grinned.. His voice was nearly the same teasing tone as usual, but there was something missing. Or an undertone that wasn't there usually. I couldn't quite tell. "Won't even ask you to sign your soul over to mozzarella. But if I may ask, what suddenly brought this on?"

"Sorry," I mumbled, before I paused and realized that Tony hadn't issued a reprimand at all.

My eyes went wide as my head snapped up. Had Tony just agreed to my favor? So easily?

"You'll never turn me off cheddar," I replied automatically, dazed. I couldn't believe that it'd happened just like that. Sure I'd learned over time that Tony Stark was probably the most easy going man in the world, but I had to admit, I was asking a lot of him. I wouldn't have done it if I a) was sure that he wouldn't be caught and b) did not know any other hackers. "And you did."

Tony raised a brow.

I raised one back, before I realized that in my shock over Tony's reply, my answer to him hadn't been very clear. It made sense in my head but what actually came out of my mouth was only the end bit. I really needed to stop doing that.

"You kinda brought it on," I quickly clarified, "Stark Expo. It's, you know, past, present, future all together, that sort of thing. I thought that I'd complete one of my dad's old projects and do the connect-y thing."

"Like Doctor Who," Tony acquiesced, a funny expression on his face. "That's Stark Expo." He shook his head, as if clearing his mind of some ghost that had suddenly taken residence there. "You know, back when I was forcing you to consider taking a part, I kinda meant I wanted to see _your_ stuff. The stuff of future generations and all that."

I looked down, "Oh."

"But completing your dad's old stuff is cool too. Connecting timelines does have a certain ring to it doesn't it? Can't fault you for wanting to feel closer to your father."

There was something strained in the way that he was talking. Something almost forcibly light hearted.

I looked up hesitantly. I honestly didn't think I could do better than my dad, but this was Tony's exhibition and I wasn't going to do something that he was uncomfortable with. I had no idea why he would be, but it was obvious that he was. "I don't have to. I mean, it's not like it's life or death if I don't use my dad's stuff…"

But Tony just shook his head, "Peter, I asked you to be in the Stark Expo, but it's _your_ project. I'm not going to force you to do one thing or the other. Personally I think that anything you think of will definitely be just as good as whatever your dad has imagined, but if you want to take up one of his old projects to feel closer to him or whatever… well it's a great venture. You should do it."

I nodded, humbled. Tony Stark wasn't often serious, but when he was, you couldn't help but feel like the world was acknowledging you. Like a saint had just approved my actions, whatever. It was quite frankly weird, because Tony Stark was the farthest thing you could get from a saint ever, but that was how it was.

I relaxed.

"Thank you," I said softly.

"Egad, not emotions again," Tony said, pulling a face. He waved me over as he began walking towards the elevators, "You have a terrible weakness for them don't you? Anyway don't thank me yet. Give me five minutes to get the files that you need."

"Five whole minutes? I'm not sure it's me who has the weakness," I quipped, stepping up and following Tony.

Tony shot back a mocking glare, "Most of the five minutes are for the elevator and your abysmal walking speed."

It was just then that the elevator dinged and we shuffled in. Tony punched in the number to a floor that I'd never been on before.

"Does delusion often come with trying to suppress emotion," I wondered aloud as the door closed and the elevator began to ascend, "because I'm pretty sure that ninety-nine percent of the population would agree that I'm much faster than old goatee with legs."

Tony snorted, "Ninety-nine percent? You overestimate yourself. I'd be able to bribe at least seventy-five percent of them to give the answer I want."

The elevator dinged again and stopped at the desired floor. Tony slid out with grace and left me to fumble after him.

I had no reply and Tony knew it.

He grinned at me, "You shouldn't have insulted the goatee."

We walked along to the end of a hallway and entered a room that had to be a private office. It took a single look for me to guess that it was Tony's.

"Really?" I asked as I picked up a lego model of Iron Man from the large mahogany table located near the window, "Really?"

"It's all the rage these days," Tony smirked as he walked to the other side and turned on his computer. "I'm just helping our economy, what with the recession and all. By the way your dad worked at Oscorp around ten years ago right?"

"Yeah," I nodded as I took the seat opposite him. "He started earlier then that, but it should have ended around ten years ago."

Tony inclined his head to show that he'd heard, and began typing away at his keyboard. He grinned, "So the son comes and works at the rival company eh?"

"Yeah," I grinned back, and then paused as I noticed something strange about the conversation. I didn't think I'd ever told him when my father worked for Oscorp previous to this, and yet he was the one who had asked the question. My mouth dropped open, "You did a background check on me."

"Background, foreground, sideground, whatever there is. Almost have enough information to paint your walls. What is your favorite color by the way?"

"Red," I answered automatically, because it was one of those questions that you were just programmed to have a reply to. And then I shook my head, because this was unbelievable and yet at the same time, so very predictable.

"Red? Ha! I knew I liked you for a reason. It's because of Iron Man isn't it? It's totally because of Iron Man."

"It's actually because of this video I watched in the third grade. They were performing a brain surgery but it went all wrong, and the patient started bleeding out all over the doctors," I replied viciously, taking no small amount of pleasure at Tony's subsequent wince.

"What the hell are they teaching kids these days?" Tony muttered, looking disturbed.

"Better than what they were teaching kids thirty years ago," I quipped, "like being on time, attending my appointments, not hiding out in a man hole (though very nicely furnished with state of the art technology) for days on end just to avoid the latest girl that you slept with."

Tony glanced up from the computer screen with a look of horror, "Pepper's turned you."

I smiled sheepishly, "Sorry."

"Why do people always listen to Pepper?" Tony lamented.

"Hmm."

Because she was warm, kind, but also strong. Determined, and didn't take no for an answer. Whenever I was with her my mind always went back to the idyllic days of coming home to the scent of fresh baked pies and a promise of hide and seek later on. I could never say no to her.

But instead what I said was – "She has a staple gun."

Tony outright shuddered.

"Do you think it'd be counterproductive to file a restraining order against your own PA?" Tony muttered, "It wouldn't be too bad would it? I mean I could always invent something to talk to her at a dist—woah what is _this_?"

Quite suddenly Tony fell silent, his brows furrowing as he began typing furiously at his computer. It took one glance at his expression to tell me that he'd encountered something he hadn't been anticipating.

I tensed, "What is it?"

"Just, humph." Tony blew out his cheeks, his typing finally calming before it died out all together. He whistled, sitting back in his chair with an impressed look on his face. Tony turned the computer so that I could see the screen, "Well well, have to say, didn't expect this. Looks like your daddios has been consorting with the enemy."

The files that should have been easily accessible to someone of Tony's caliber had large red CLASSIFIED stickers vying for attention on the screen. But that wasn't what caused me to drop the Iron Man lego piece I'd been fiddling with. No, that was caused by the little name at the bottom of the blank files which told any hacker of _who_ exactly it was that had taken the files off the record.

S.H.I.E.L.D.

* * *

A/n: Sorry that this is not April 24th. When I said that I thought I'd have already seen Iron Man 3 and have been inspired, but I failed to realize that US release dates and international release dates are different. Hence I actually watched Iron Man 3 on May 3rd but it was so awesome that I just had to write this for you guys so I spent all of last night and this morning and here it is! Pepper and Tony were totally BAMF and Trevor was hilarious! Also, the scenes with the kid were touching and adorable and Tony needs to adopt him. And I do love you guys for trying but… you guys are really terrible at saying inspiring crazy stuff xD


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